Professional Documents
Culture Documents
Deputy Spokesperson
Name: Hsiu-Chi Ho
Title: Chief Financial Officer & Senior V.P.
Tel: (886) 2 2455-9988
E-mail: pr@yangming.com
Company Website:
http://www.yangming.com
I. Letter to Shareholders 01
I Letter to Shareholders
The global container shipping industry remained in an oversupply situation in 2019 due to weak market demand. At the
same time, carriers continued to face challenges of increased operating costs with the advent of IMO 2020 regulations.
Yang Ming will respond prudently to future industrial development and continue to provide the best service as the
highest principle by implementing the business philosophy of “teamwork, innovation, integrity, and pragmatism” to
improve operating efficiency and endeavor to maintain Yang Ming’s sustainable management and social responsibility,
so as to meet the support and expectations of all shareholders and the community.
According to the World Bank and the International Monetary Fund (IMF), global GDP growth rates in
2019 were 2.4% and 2.9% respectively. According to the IMF, the Global Insight, and the World Bank,
the growth rate of trade volume in 2019 was between 1.0% and 1.4%, which shows trade and geopolitical
uncertainty worsened by rising international trade barriers, slowing economic growth momentum in Europe
and the U.S., as well as the Brexit turmoil, have impacted global economic and trade. International crude oil
prices in 2019, affected by OPEC’s production reduction measures, the U.S. sanctions on Iran, and the tense
situation in the Middle East, ranged 57-64 US dollars per barrel, showing fluctuation with a downward
trend.
According to Alphaliner, a professional shipping consultancy, the growth rate of container shipping demand
in 2019 was 2.6%, which was 2.6 percentage points lower than the 5.2% in 2018. In terms of capacity
supply, the 2019 growth rate was 4.0%, declining 1.8 percentage points compared with 5.8% in 2018.
Although vessels retrofitting during the second half of 2019 in complying with the IMO 2020 mandate
offered some ease in supply growth, the overall market was still in supply-demand imbalance situation.
In the dry bulk market, the average BDI in 2019 was 1,353 points, same as 2018. According to Clarksons’
latest report, the demand growth rate of bulk shipping in 2019 was 0.7%, and the supply growth rate was
3.9%, indicating that the market remained oversupply.
In 2019, against the backdrop of slowdown in global economy and imbalance between supply and demand
in the market, the volume of operations has reached 5.43 million TEUs, which was about 4% higher than the
5.23 million TEUs in 2018, driven by the active efforts to enhance utilization and expand customer base. The
overall average freight rate slightly improved from 2018. The net loss after tax was NT$4.31 billion and the
loss per share was NT$1.66.
1. Operating Revenue
By actively implementing various business strategies, the overall operating income has grown further. The
consolidated operating income for 2019 was NT$149.181 billion, an increase of NT$7.348 billion or 5.18%
from NT$141.833 billion in 2018.
2019
ANNUAL REPORT 01
2. Operating Cost and Expenses
The growth of cargo volume led to an increase in related operating costs such as terminal, container reposition
and storage fees. The consolidated operating expenses for 2019 was NT$149.721 billion, an increase of
NT$1.794 billion or 1.21% from NT$147.927 billion in 2018.
Although negatively affected by macroeconomic factors such as the U.S.-China trade war, the Company
continued to enhance service competitiveness through fleet optimization and alliance cooperation to improve
performance. The operating result was a net loss of NT$4.31 billion after tax, an improvement of NT$2.281
billion from 2018.
(1) Yang Ming has adhered to the concept of advancing with the times and continued to pay attention to
the use of innovative technologies to promote management and service upgrades. In terms of digital
development, we will firstly establish the customer-oriented service strategy and implement customer
focus and centralization. Secondly, we will promote direct and digital introduction of customer service
and develop an easy-to-use information system (Electronic & Easy to use). In view of the rapid
development of e-commerce in recent years, in order to provide customers with convenient and efficient
services, we joined Digital Container Shipping Association (DCSA) in the second quarter of 2019. By
cooperating with international container carriers through this platform, it’s expected we can promote
digitalization, standardization, the use of innovative technologies and optimize the operating mode
of supply chain of the container shipping industry. It enables related parties to interact information
more efficiently and provide more convenient and consistent services so that innovation and digital
transformation of the container shipping industry can be achieved. In addition, the Company plans
to develop shipment overview platform and provide integrated services, facilitate customers to track
cargo information and develop online booking and quotation services. Also, we consider cooperating
with third-party platform companies to provide comprehensive value-added services such as financing,
insurance, customs declaration, and trailers services to connect logistic supply chain activities.
(2) In terms of technology introduction, RPA (Robot Process Automation) project began at the end of
2019 and will be used for import and export document operations in Taiwan. It’s expected to reduce
personnel repetitive work and improve documentation efficiency and work value. As far as IOT (Internet
of Things) is concerned, we use ship’s existing equipment to track and control refrigerated containers
at sea, in coordination with DCSA’s recommendations, and continue to work with manufacturers to
develop more advanced monitoring technology on reefer containers. For the smart ship project, we
continue to implement the ship broad-band network with secured cyber security system, combined with
weather navigation for voyage planning simulation and fuel cost cross-comparison with actual data, to
save costs.
(3) To popularize professional knowledge, internal training on new-generation data analysis tools was
conducted at the end of 2019, with the aim of making it easier for employees to equip with professional
skills in technology and improve work value.
2019
02 ANNUAL REPORT
I. Letter to Shareholders
2. Environment-friendly Fleet
In 2019, two new 14,000 TEU-class vessels “YM Warranty” and “YM Wellspring” joined the fleet.
Yang Ming’s fleet consists of twenty 14,000 TEU mega container vessels and ten 2,800 TEU-class
vessels along with fourteen 11,000 TEU-class vessels. These energy-saving and environment-friendly
ships are scheduled for delivery starting from 2020. New ships with higher efficiency are expected
to reduce NOx and CO2 emissions to meet the latest energy efficiency (EEDI) standards of the
International Maritime Organization (IMO) and to reduce operating costs.
a. Yang Ming’s 2,800 TEU vessels, “YM Celebrity,” “YM Continent,” “YM Certainty,” “YM
Credibility,” and “YM Continuity” will be the first batch of vessels to be awarded ABS Smart
notations in the world. The notations include Smart INF (Data INFrastructure for Smart Function
implementation) & Smart SHM (Structural Health Monitoring). The recognition denotes that
these vessels are equipped with smart information infrastructure of big data acquisition and cloud
transmission which enables the ships to be monitored their structure endurance and future structural
health awareness through ABS’s customized analysis program to ensure sailing safety.
b. In addition to these intelligent vessels, their sister vessels - “YM Centennial,” “YM Capacity” and
“YM Cooperation” - will be the first ones to receive DNV GL SmartShip notations in Taiwan. The
notations, including SmartShip OE (Operating Enhancement) and PE (Performance Enhancement),
mean that these vessels are equipped with advanced technologies such as improved container
load flexibility with route specific container stowage and fuel saving with trim optimization. The
technologies will greatly enhance vessel performance and effectively reduce GHG (GreenHouse
Gas).
(3) Systematic Phase: Yang Ming is determined to strengthen the ship safety and environmental
management system. It’s our mission to achieve safety for ships, crew, cargoes and environment.
(4) Operational Phase: The Company promoted the implementation of Ship Energy Efficiency Management
Plan (SEEMP) and Energy Efficiency Operational Indicator (EEOI) on operating fleet. We adopted the
“best trim” green operation measure through inter-department cooperation by using the optimal sailing
attitude, adjusting water ballast and draft of the ships in order to achieve energy-saving navigation.
Meantime, monitoring on ship energy efficiency is continuously carried out for large vessels. This is
to observe the energy saving effect for timely operation improvement. Meanwhile, we cooperated with
WNI Company to develop a fuel efficiency management system and establish schedule monitoring
module to reduce greenhouse gas emissions and waste.
Yang Ming is committed to the pursuit of the sustainability of the Company. We continuously optimize our
service network and fleet management. We adhere to the excelsior and constantly refine our services in local
markets to better serve clients globally. To fulfill our responsibility as an Earth citizen, we strictly comply
with the international environmental laws and regulations in hopes of contributing to marine environmental
protection and achieving our corporate social responsibility goals.
2019
ANNUAL REPORT 03
(1) Selected the best shipping line for intra-Asia service
Yang Ming is once again selected as the “Best Shipping Line - Intra-Asia” by the readers of Asia Cargo
News, a well-known shipping media company. The award was presented at the “2019 Asian Freight,
Logistics & Supply Chain Awards” (AFLAS). Yang Ming has been continuously honored with the
award since 2016 which affirms its efforts to enhance intra-Asia service network.
(2) Received the recognition from the U.S. Coast Guard for participating in AMVER program
Yang Ming received the recognition from the U.S. Coast Guard for its vessels “YM MANDATE” &
“YM MILESTONE” participating in Automated Mutual Assistance Vessel Rescue (AMVER) program.
The award highlights Yang Ming’s commitment to safety at sea as well its willing to offer emergency
assistance to the ships in need.
(3) Awarded appreciation plaque from Liberian Registry for YM EXCELLENCE’s rescue operation
On May 19th, 2019, Yang Ming’s containership “YM EXCELLENCE” successfully rescued two
Australians who were spotted fleeing out of a flaming yacht. Liberian Registry presented Yang Ming
and the captain of YM EXCELLENCE with the appreciation plaque to acknowledge the vessel’s swift
rescue operation as well as Yang Ming’s commitment to compliance with regulations and humanitarian
assistance.
Looking ahead to 2020, while global GDP shows moderate and stable growth compared with 2019, there are
still concerns over slowdown in global economic growth. According to the latest forecasts of the International
Monetary Fund (IMF) and Global Insight, the two institutions believe that the global economic growth rate will
soften to 3.2% and 2.5%, and the global trade growth rate is 2.9% and 3.0%. Rising protectionism, concerns over
increasing downward pressure in China, the subsequent impact after Brexit, and the coronavirus outbreak are
expected to become uncertain factors affecting global economy and trade development.
2. Industry environment
According to Alphaliner’s latest forecast, in 2020 the container shipping demand growth rate and the supply
growth rate will be 1.5% and 3.1% respectively. Although the supply chain and the supply growth rate are
affected by coronavirus outbreak which weakens market demand in the short-term, the supply-demand gap
is expected to narrow down as a large number of ships undergo scrubber installation. In the dry bulk market
segment, Clarksons projected in its latest report that in 2020 the demand growth rate is 2.5%, the supply growth
rate is 3.4%, and the market is expected to gradually recover. Furthermore, considering that the environmental
issues in shipping industry is drawing more attention from the international community, and the EU and U.S.
regulators have become more conservative about alliances, the container shipping market remains challenging.
In order to cope with the more competitive industrial environment and enhance the overall strength, Yang Ming’s
main development plans are summarized as follows:
2019
04 ANNUAL REPORT
I. Letter to Shareholders
(1) Stable and conservative principle for service planning with fleet renewal to enhance competitiveness
a. East-west alliance network: Strengthen the competitiveness through close cooperation within THE Alliance
with a 10 year term as HMM becomes a member partner from April of 2020.
b. East-west non-alliance network: Cooperate with non-alliance carriers to develop niche markets (India /
Northwest Europe and Eastern Mediterranean / US East Coast) in response to the Sino-US trade war and a
shift in supply chain.
c. North-south network: Reduce the scale of under-performing services (India, Pakistan and Australia) and
reinforce the market position in South America.
d. Intra-Asia network: Upgrade Intra-Asia services and accelerate regional network layout to cope with the
delivery of 2,800 TEU new buildings.
(2) Operational process improvement: Employ customer-oriented service strategy to improve value and
productivity.
(3) Information system integration and upgrade: Promote IT application considering the trend of digitalization.
a. Establish own agencies and plan to increase its equity in joint ventures to improve management control.
b. Evaluate and adjust the structure of holding company in order to reduce tax and streamline organization
structure.
a. Focus on the maritime industry for vertical integration, and comprehensively review and track the
performance of the reinvestment business.
b. Increase the equity in operated agencies to enhance management control and competitiveness, with a view
to achieving profitability and disperse the risks of the maritime industry.
(6) Operating cost control: Explicitly set targets for all agencies and evaluate group performance on a monthly
basis.
Looking back at the past year, with the development in international political and economic situations, the shipping
market was faced with uncertainties that created operational challenges. We’ve seen so many accomplishments within
the Company by implementing strategies to strengthen our cost structure and reduce operating expenses. Moving
forward into 2020, the global shipping industry continues to face various challenges as well as opportunities. All
colleagues of Yang Ming will navigate any challenge, strive for greatness, and deliver better result to fulfil the trust of
shareholders.
Yours truly,
Bronson Hsieh
Chairman
2019
ANNUAL REPORT 05
II Company Profile
2.1 Date of Incorporation: December 29, 1972
1982 ~ 1991
‧ Completes and puts in service four 2,054 TEU full-container vessels, Ming Comfort, Ming Energy, Ming Fortune,
Ming Longevity, and eight 3,266 TEU full-container vessels, including Ming Propitious and Ming Peace.
‧ Completes and puts in service three 66,000 D.W.T. Panamax-class bulk carriers, Ming Wisdom, Ming Mercy and
Ming Courage.
‧ Named as one of the world’s “most satisfactory marine transporters in service and reliability” and cited by the
American press as one of the Top Ten liner services in the world.
‧ Cited by the London-based British Shipper Consultation (part of the Freight Transport Association Ltd.) as the
world’s “Second Most Acclaimed Shipping Company” in customer service.
1992 ~ 2001
‧ Listed on the Taiwan Stock Exchange (1992).
‧ Completes and puts in service three 3,604 TEU full-container vessels (Ming Asia, Ming America, Ming Europe), and
five 3,725 TEU full-container vessels (Ming East, Ming West, Ming South, Ming North, Ming Zenith), as well as
seven 5,500 TEU full-container vessels (Ming Plum, Ming Orchid, Ming Bamboo, and so on).
‧ Merges the China Merchants Steam Navigation Co., Ltd. (1995).
‧ Obtains ISO 9002/ISM CODE accreditation and wins the ROC National Outstanding Quality Case Award (1996).
‧ Enters into agreement with COSCO Container Lines Ltd., Kawasaki Kisen Kaisha, Ltd., and Hanjin Shipping Co.,
Ltd. to establish CKYH consortium in order to provide best services to customers.
2002 ~ 2011
‧ Establishes Yang Ming Cultural Foundation, YM Oceanic Culture & Art Museum (OCAM) in Keelung and YM
Museum of Marine Exploration in Kaohsiung (MOME) to promote oceanic culture on Nov. 19th, 2003.
‧ Transfers bulk business to subsidiary Kuang Ming Shipping Corp. in 2008 and begins over-the-counter stock
transaction (2010).
‧ Assigns, after Straits Exchange Foundation and Association for Relations Across the Taiwan Straits signed an
agreement on cross-strait direct shipping link, a 1,500 TEU full-container vessel, YM Heights, to sail from Keelung
in Taiwan to Shanghai on the mainland on December 15, 2008, opening a new epoch of bi-coastal shipping.
‧ Inaugurates Kao Ming Container Terminal (KMCT), a subsidiary of Yang Ming on Jan. 1st, 2011.
2019
06 ANNUAL REPORT
II. Company Profile
‧ Completes and puts in service two 6,500 TEU full-container vessels, three 6,600 TEU full-container vessels, four 1,500
TEU full-container vessels, five 4,250 TEU full-container vessels, nine 8,200 TEU full-container vessels and thirteen
1,805 TEU full-container vessels.
‧ Certified by U.S. Customs as a member of the Customs-Trade Partnership Against Terrorism (C-TPAT).
‧ Acquires the Certification of the OHSAS 18001 (Occupational Health and Safety Assessment Serial), ISO
14001:2004 Environmental Management System and ISO 9001:2008 and obtains ISPS Code Certificate for all self-
owned vessels, putting Yang Ming at the forefront among domestic and world competitors.
‧ Obtains ISO27001 Certificate for Information Security Management System.
‧ Wins the 7th–10th Art & Business Award granted by the Council for Cultural Affairs.
‧ Wins governance model in the emerging market, cited by the EURO Money magazine, obtains the 2007 Quest for
Quality Award offered by Logistics Management magazine and rated 2nd place in World Trade Magazine’s Liner
Service evaluation and as one of the 50 Outstanding Businesses by Global View magazine (2008).
‧ Credited as one of the most reputable enterprises in the marine industry and one of the best corporate citizens, making
Yang Ming the only one to receive such honor among domestic shipping-related industries (2006), also wins 15th
place in the Corporate Social Responsibility Evaluation conducted in 2007 and 15th place in the Corporate Citizen in
2009, the only domestic shipping company winning this honor given by the CommonWealth magazine.
2012
‧ Acquires the AEO certificate given by Directorate General of Customs, Ministry of Finance, making Yang Ming the
first shipping company to receive this honor.
‧ Kao Ming Container Terminal (KMCT) acquires the investment from Cheer Dragon Investment Limited.
‧ Completes and puts in service a 6,600 TEU full-container vessel, YM Masculinity.
‧ Completes and puts in service four 8,626 TEU full-container vessels, YM Uniformity, YM Ubiquity, YM Unanimity
and YM Upsurgence.
‧ Decides to charter ten 14,000 TEU full-container vessels in 2015 from Seaspan Corp.
‧ YM Unanimity, an 8,626 TEU full-container vessel, wins the Green Passport (GP) issued by ABS.
‧ Launches the Mobile E-service on its iOS and Android operating systems.
‧ Wins “CO2 Reduction Label” from the Environmental Protection Administration (EPA).
‧ Wins the Best Shipping Line Intra-Asia Award of Asian Freight and Supply Chain Awards (AFSCAs).
‧ Wins the LOG-NET Outstanding E-commerce Award from 2008-2012.
2013
‧ Establishes Yang Ming (Australia) Pty Ltd.
‧ Charters five full-container vessels from Seaspan Corp., following their delivery by China Shipbuilding
Corp.,Taiwan. (CSBC).
‧ Completes and puts in service an 8,626 TEU full-container vessel, YM Unicorn.
‧ Kao Ming Container Terminal (KMCT) acquires the investment from NYK Line and Nippon Container Terminal
Co.Ltd., a subsidiary of NYK Line. The company’s shareholders also include Ports America, Cheer Dragon
Investment Limited, which is a joint venture of Cosco Pacific, CS Terminal and CMHI.
2019
ANNUAL REPORT 07
‧ Wins the leading pack title in North American Shipper Sentiment Survey made by Containerisation International
magazine (CI) from 2012-2013.
‧ Wins the 11th Arts & Business Award granted by the Ministry of Culture.
2014
‧ CKYH and Evergreen establish CKYHE alliance to provide the best service between Asia and Europe, including the
Mediterranean region.
‧ Opens with Orient Express Lines the Southeast Asia Service II (SEA2).
‧ Upgrades Intra-Asia Service (PA2 / JTS / TMI).
‧ Opens feeder service to Myanmar (SE3).
‧ Completes and puts in service two 4,662 TEU full-container vessels, YM Evolution and YM Essence.
‧ Wins 2013 Carrier of the Year from Target Store.
‧ Wins 2014 Work-Life Balance Award.
‧ Wins the Best Shipping Line Asia-Europe Award of Asian Freight and Supply Chain Awards (AFSCAs).
‧ Wins A+ in the 11th Information Transparency and Disclosure Ranking System Award.
‧ Wins Logistics Management 2014 Quest for Quality Award.
‧ YES Logistics Corporation, a subsidiary of Yang Ming group, obtains AEO certificate.
2015
‧ Opens Japan-Taiwan-Thailand, Far East-Latin America, China Gulf Express II, Asia-ECSA, feeder service to
Belawan, East Mediterranean and North Europe service.
‧ CKYHE Alliance reorganizes European service network.
‧ Completes and puts in service three 4,662 TEU full-container vessels, YM Enlightenment, YM Excellence and YM
Express.
‧ Holds maiden voyage ceremony for YM WISH, a 14,000-TEU full container vessel, at Kao Ming container terminal,
Kaohsiung.
‧ Signs memorandum of understanding with China Airlines Company and Chunghwa Post Co., Ltd.
‧ Wins the top 20% of the best TWSE/TPEx listed companies in the 1st Corporate Governance Evaluation.
‧ Wins the 11th China Transport award.
‧ Wins A++ in the 12th Information Transparency and Disclosure Ranking System Award.
‧ Wins 2014 Blue Circle Awards, GP Carrier of the Year and Carrier of Year from Target Corporation.
‧ YES Logistics Corporation, a subsidiary of Yang Ming group, acquires ECU-Line Bulgaria EOOD.
2016
‧ Opens South East Asia feeder network loop 7.
‧ Establishes Yang Ming (Russia) LLC and Yang Ming (Spain), S.L.
‧ Signs letter of intent with Regional Container Lines.
‧ Creates a new partnership, “THE Alliance,” with Hapag-Lloyd, Hanjin, “K”Line, Mitsui O.S.K. Lines, and Nippon
Yusen Kaisha.
2019
08 ANNUAL REPORT
II. Company Profile
‧ Signs letter of cooperation with National Tung Kang Maritime & Fishery Vocational high school to cultivated
professional maritime personnel.
‧ Wins the Best Shipping Line Intra-Asia Award of Asian Freight, Logistics & Supply Chain Awards (AFLAS).
‧ Starts financial recovery plan.
2017
‧ Implements organization transformation plan, including organizational restructuring and personnel adjustment, to
minimize operating cost and maximize group efficiency.
‧ Strengthens global network by upgrading Philippine service, Transpacific northwest service, Far East-Red Sea
service, Taiwan-Hong Kong-Indonesia Service. Launches new services including China–East India service, Southeast
Asia–Australia service, North Europe–East Med Express, China–Singapore/Malaysia service, Singapore/Malaysia–
Haiphong service, Fuzhou (Jiangying)–Kaohsiung service, Korea–Taiwan/Hong Kong service, China–Vietnam
Express, and Asia Subcontinent Express service.
‧ THE Alliance announces completed product and unveils unique contingency plan.
‧ Sets up Central and South America Regional Center in Panama to expand business in the area.
‧ Establishes subsidiaries in the Philippines and Thailand to provide a more comprehensive Southeast Asian network.
‧ Receives the 2016 Blue Circle Awards from Port of Vancouver, Australia–North East Asia Liner Trade Award,
selected Best Shipping Line-Intra–Asia by Asia Cargo News readers at the 2017 Asian Freight, Logistics and Supply
Chain Awards (AFLAS).
‧ Receives Automated Mutual Assistance Vessel Rescue System (AMVER) certificate and Blue Pennant by The U.S.
Coast Guard for YM MILESTONE.
‧ Signs a Memorandum of Understanding (MOU) with National Taiwan Ocean University.
‧ Completes private and public offerings and raises NTD 10.3 billion.
2018
‧ THE Alliance announces further network enhancements for 2018.
‧ Launches Korea–Vietnam/Thailand and Japan–Malaysia-Vietnam services to provide more convenient and reliable
intra-Asian services.
‧ Returns to profitability in 2017.
‧ Sets up regional center in the Mediterranean.
‧ Officially opens, in Indonesia, PT Formosa Sejati Logistics, a joint venture between Yang Ming and Taiwan
International Ports Corporation, Ltd. (TIPC) and Indonesian investors.
‧ Receives the following recognition: Best Shipping Line-Intra-Asia Award, 2017 Blue Circle Award, Provider of the
Year, 2017 Environmental Ship Index Award, and 2018 Quest for Quality Award presented by Logistics Management
Magazine.
‧ Cooperation with CTBC Bank Co., Ltd. optimizes its blockchain technology and process for international trade.
‧ Signs an agreement with Shoei Kisen Kaisha, Ltd. and Costamare Inc. to charter ten 11,000 TEU full-container
vessels.
‧ Signs a contract with CSBC Corporation, Taiwan, for the construction of a total of ten 2,800 TEU class full container
vessels.
2019
ANNUAL REPORT 09
‧ Completes and puts in service three 14,000 TEU full-container vessels, YM Wellbeing, YM Wonderland and YM
Wisdom.
‧ Signs declaration on the establishment of blockchain collaboration.
‧ The Alliance announces further network enhancements for 2019.
2019
‧ THE Alliance unveils enhanced service network for 2019 and announces Hyundai Merchant Marine (HMM) will join
THE Alliance as a full member.
‧ Holds the naming ceremony for two 14,000 TEU full-container vessels, YM Warranty and YM Wellspring.
‧ Launches new intra–Asia services, i.e., China–Malaysia service, Korea–Vietnam and Malaysia service, China–
Thailand direct service, Thailand-Indonesia express service, Japan-Thailand service, China-Vietnam–Cambodia
service, Indonesia–Singapore/Malaysia–Thailand service, Singapore-Philippines express service and Malaysia–
Yangon express service to further optimize business in Asia.
‧ Launches India–Europe direct service to enhance Europe service network.
‧ Signs charter agreements for four 11,000 TEU containerships with Shoei Kisen Kaisha Ltd.
‧ Forms a new subsidiary in Indonesia to strengthen Southeast Asia services.
‧ Joins DCSA(Digital Container Shipping Alliance) to advance digitalization in shipping industry.
‧ Establishes new subsidiary Huan Ming (Shanghai) International Shipping Agency Co. to act as Yang Ming’s general
agent in China.
‧ Receives recognition plaques from Liberian Registry to YM EXCELLENCE and Yang Ming for successfully conduct
a rescue operation.
‧ Receives Automated Mutual Assistance Vessel Rescue System (AMVER) award from The U.S. Coast Guard to YM
MANDATE & YM MILESTONE.
‧ Wins Best Shipping Line–Intra-Asia Award by Asia Cargo News readers.
2020
‧ Launches Taiwan-Japan service to enhance Intra-Asia service network.
‧ THE Alliance Unveils Expanded Service Network for 2020.
‧ Successfully delivers the first container of Taiwan guavas to the United States.
‧ Launches new East Mediterranean - America Service to deliver more efficient and comprehensive service in the
Mediterranean region.
2019
10 ANNUAL REPORT
Investment Management Dept.
Strategy Development Group Liner Planning Dept.
11
III. Corporate Governance Report
ANNUAL REPORT
2019
Special Projects Committee
Compensation Committee
Board of Directors
Finance Dept.
Taiwan Business Dept.
President
Chairman
2019
12 ANNUAL REPORT
III. Corporate Governance Report
∙ Fund dispatch
Finance Dept.
∙ Financial investment and management
∙ Accounting handling
Accounting Dept.
Finance Group ∙ Creating the budget, settlement, and financial statement
∙ Lines freight
Revenue & Expenditure
∙ Invoices audits
Management Dept.
∙ Assurance and demand the receivable freight and fees payable
Information E-Commerce & ∙ Operation and promotion of e-commerce
Technology Documentation Dept. ∙ Shipping files documentation and transmitting
& Business Information Technology ∙ Arrangement, organizing, and propagation of computer soft and
Processing Group Dept. hardware, and Network
Engineering Dept. ∙ Construction and repair of vessels
Marine
Technology Group ∙ Vessels manipulation guidance
Marine Dept.
∙ Management of marine stores and seafarers
∙ Corporate social responsibility
∙ CIS ∙ QMS ∙ EMS
∙ Holding and following the investment meeting and management
Public Affairs Dept.
meeting
∙ PR management
∙ As communication between internal and external
∙ Development of organization
Administration Human Resources Dept. ∙ M a n a g e m e n t o f r e c r u i t m e n t , e m p l o y m e n t , t r a i n i n g ,
Group compensation, and welfares
∙ Management of paper works, purchase, administrative affairs,
General Affairs Dept.
and offices affairs
∙ Risk management
Risk Management &
∙ Insurance and claim for vessels, containers, chassis, and terminal
Insurance Claim Dept.
station’s affairs etc
Occupational Safety & ∙ Establishment and maintaining of occupational safety & health
Health Dept. system
Taiwan Business Dept. ∙ Customer development and cargo canvassing in Taiwan area
∙ Ship’s arrivals and departures affairs
Keelung Branch ∙ Shipment clearance for import and export
∙ Transshipment
Taiwan ∙ Ship’s arrivals and departures affairs
Operations Group Taichung Branch ∙ Shipment clearance for import and export
∙ Transshipment
∙ Ship’s arrivals and departures affairs
Kaohsiung Branch ∙ Shipment clearance for import and export
∙ Transshipment
2019
ANNUAL REPORT 13
3.2 Information on the Company’s Directors, Supervisors, President, Vice President, Assistant
Vice President, and all the Supervisors of the Company’s divisions and department heads
3.2.1 Directors (Including Independent Directors.)
Shareholdings When
Tittle Birthplace or Place Date Date First Current Shareholdings
Name Gender Term Elected
(Note1) of Registration Elected Elected
Shares % Shares %
May be As the
Chairman eligible for re- chairman
th
(Corporate Chih-Chien June 22 , election and of this
ROC Male
Representative Hsieh 2018 consecutive company
of the MOTC) appointment since June
within 3 years 23th, 2016
May be
Director eligible for re-
th
(Corporate Ping-Jen June 22 , election and June 22th,
ROC Male
Representative Tseng 2018 consecutive 2016
of the MOTC) appointment
within 3 years
May be
Director eligible for re-
Cheng-
(Corporate August 17 , election and August 17th,
th
ROC mount Male
Representative 2018 consecutive 2018
Cheng
of the NDF) appointment
within 3 years
May be
Director eligible for re-
th
(Corporate Shao-Yuan April 29 , election and April 29th,
ROC Male
Representative Chang 2019 consecutive 2019
of the NDF) appointment
within 3 years
2019
14 ANNUAL REPORT
III. Corporate Governance Report
Mar.31.2020
Current Executives, Directors or
Spouse &
Shareholdings Current Position at the Supervisors who are Spouses
Miner Current
in the Name of Experience (Education) Company and Other or within two degrees of Note
Shareholdings
Others Companies kinship
Shares % Shares % Position Name Relation
∙ Chairman of Kao Ming
∙ Deputy President of Evergreen Group Container Terminal Corp.
∙ Chairman of Evergreen International Corp. ∙ Director of Yang Ming Line
∙ Chairman of Evergreen Marine Corp. Ltd. (B.V.I.) Holding Co., Ltd.,
0 0 0 0 ∙ Director of National Associate of Chinese Ship-owners Yang Ming Line (Singapore) - - - Note2
∙ Honorary doctorate, National Taiwan Ocean University Pte. Ltd, Young-Carrier
∙ Business management Dept. of Tamsui Institute of Company Ltd., Yang Ming
Business Administration Line Holding Co., Yang Ming
(America) Corp.
∙ Retired as the Professor of National Taiwan Ocean
University
∙ Department Chairman and Full-Time Professor of Science
of the NTOU’s Dept. of Transportation
∙ Associate Professor of National Kaohsiung Marine
0 0 0 0 - - - -
University
∙ Deck Officer of Chinese Maritime Transport Ltc.
∙ Master of Tokyo University of Mercantile Marine’s Dept.
of Transportation Engineering
∙ Bachelor of the NTOU’s Dept. of Navigation
∙ Director of Yang Ming
∙ Associate Vice President of our company Culture Foundation, Karlman
1,028
0 0 0 ∙ Bachelor of Shih Chien University’s Dep. of International Properties Limited, Formosa - - -
shares
Trade International Development
Corporation
∙ Vice Chairman of National Development Council
∙ Vice Chairman of Financial Supervisory Commission
R.O.C
∙ General Manager of Agriculture Bank of Taiwan
∙ President of Taiwan Academy of Banking and Finance
∙ Adjunct Associate Professor of National Chengchi
∙ Director of Mega Financial
0 0 0 0 University’s Dept. of Finance - - -
Holding Company Ltd.
∙ Chief Economist of CITIBANK Taiwan
∙ Assistant Researcher of Taiwan Institute of Economy
Research
∙ Master in Economics of University of Wisconsin-Madison
∙ Bachelor of National Taiwan University’s Dept. of
Economics
∙ President of Taiwan Institute of Economic Research
∙ Director of Taiwan Institute of Economic Research’s
Research Division II
∙ Director of Chang Hwa Bank,
∙ Vice Executive Secretary of Industrial Development
Asia Global Venture Capital II
Advisory Council of Ministry of Economic Affairs ROC
Co.
∙ Vice Executive Secretary of Commercial Development
0 0 0 0 ∙ Mermber of - - -
Advisory Council of Ministry of Economic Affairs ROC
Wholesaler&Retaler
∙ Vice Chairman of Policy Research Commission of the
Committee in TWCSI
Economic and Trade in ROCCOC
∙ Director of Central Bank
∙ Adjunct Associate Professor of Soochow University’s
Dept. of National Business
∙ Doctor of National Taipei University’s Dept. of Economics
∙ Deputy Mayor of Tainan City (retired)
∙ Director of Finance and Local Tax Bureau of Tainan City
∙ Director of Finance Department of Tainan City
∙ Director of Finance Department of Tainan County
0 0 0 0 ∙ Director of iPASS Corporation - - -
∙ Master of National Chengchi University’s Dept of Land
Economics
∙ Bachelor of National Chung Hsing University’s Dept of
Land Economics
- - -
2019
ANNUAL REPORT 15
Shareholdings When
Tittle Birthplace or Place Date Date First Current Shareholdings
Name Gender Term Elected
(Note1) of Registration Elected Elected
Shares % Shares %
May be
eligible for re-
th
Independent Ming-Sheu June 22 , election and June 22th,
ROC Male 154,777 shares 0 154,777 shares 0
Director Tsai 2018 consecutive 2017
appointment
within 3 years
May be
eligible for re-
th
Independent Tar-Shing June 22 , election and June 22th,
ROC Male 0 0 0 0
Director Tang 2018 consecutive 2018
appointment
within 3 years
May be
eligible for re-
th
Independent Tze-Chun June 22 , election and June 22th,
ROC Male 0 0 0 0
Director Wang 2018 consecutive 2018
appointment
within 3 years
Note1: The seat of Chan-Te Ho in Corporate Representative of the NDF is changed into Shao-Yuan Chang on April 29th, 2019 to serve as. The seat of
the Corporate Representative of TIPC was left vacant since June 17th, 2019.
Note2: The position of the Chairman and the Chief Executive Officer (the highest manager) of the Company is measured for organization function by
the Board of Directors and is appointed in accordance with the resolutions of the Company's Articles of Incorporation. In order to uphold the
resolutions of the Board of Directors, to be responsible for the major decisions of the Company and the group business, to represent Yangming
Shipping Group externally and to lead and command the Group's operating policy as a highest manager. Hoping to participate in the operation
and management of the Company in a more pragmatic manner, to concentrate its powers, to exert efficiency and operational benefits, and
to achieve the mission of implementing the resolutions of the Board of Directors. In addition, in order to achieve the goal of improving the
company's system and implementing corporate governance, the company will make necessary adjustments within the prescribed period in
accordance with the provisions of the Board of Directors of Pulic Company and Compliance Rule of exercise powers issued by the Taiwan
Stock Exchange Co., Ltd.
Note3: The Independent Director Ming-Sheu Tsai Resigned on April 16th, 2020.
2019
16 ANNUAL REPORT
III. Corporate Governance Report
2019
ANNUAL REPORT 17
1. Major shareholders of corporate shareholders
Mar. 31. 2020
Name of corporate shareholders Major shareholders of corporate shareholders
The MOTC Government of the R.O.C(100%)
The NDF Government of the R.O.C(100%)
The TIPC The MOTC(100%)
The MOTC (26.46%), Yang Ming (16.96%), The CMT (7.46%),
Fortune Investment(2.95%), Yunwang Investment(2.42%), Yongyuxing
The TNC Enterprise(2.29%), China Trust Bank trust account held by The TNC
employees(1.35%), Jackia Investment(1.36%), Chen Chang-hong(0.65%),
Su Xing-gan(0.61%)
2019
18 ANNUAL REPORT
III. Corporate Governance Report
(1) The term of office of the 19th Board of the Company is 3 years, from June 22th, 2018 to June 21th, 2021. Except
as otherwise provided by acts and regulations, the election of directors of the Company shall be carried out in
accordance with the “Procedures for Election of Directors” of the Company and be compatible with the diversity
of the Board of the Company in terms of development of the Company, major shareholders ’holdings, and
practical operation. The deployment of board members also takes capability of the Board and the results of the
annual performance evaluation of the board in account.
(2) The Board of the Company should instruct the strategies, supervise the management, and be accountable to the
company and shareholders. Members of the Board should have the knowledge, skills and accomplishments which
are necessary to achieve the goal of corporate governance, the board should have theabilities as follows:
(3) The company continues formulating appropriate diversified policies of the Board in accordance with practical
operating types and the need of development, including but not limited to the following standards:
2019
20 ANNUAL REPORT
III. Corporate Governance Report
The current Boardmember of the Company is composed of 11 directors (the representative of TIPC is
temporarily absent), including 3 independent directors, and members of the Board of Directors have
experience and profession of various fields such as shipping, international economy, finance, accounting, law
and management. 18% of total number of directors with employee status ; 27% of total number of directors
are independent directors , all independent directors have a term of service less than 3 years; 1 director
is over 71 years old , 6 directors are aged between 61 and 70, and 3 directors are under 60; the relevant
implementation is as follows:
The core projects of diversification
The basic condition Capabilities Profession
International economics
Legal practice
Management
Nationality
Name
company
directors
Gender
(4) In order to maintain the profession of the members of the Board of Directors and pass down the experience, the
company has established a director successional plan through the following methods:
(5) With reference to changes of the external industry environment and internal conditions and development needs of
the Company, the Company plans on annual advanced courses for directors (new or reappointed) to enhance the
expertise and strengthen the functions of the Board of Directors.
2019
ANNUAL REPORT 21
3.2.2 Information of President, Executive Vice Presidents, Vice President, Officers of Departments and branches
Current
Spouse & Minor
Inauguration Shareholdings Shareholding
Shareholding in
Title Nationality Name Gender the name of others
Date
Shares % Shares % Shares %
Senior Executive Vice President ROC Kun-Rong Pai Male 2019.01.01 91,404 0 0 0 0 0
2019
22 ANNUAL REPORT
III. Corporate Governance Report
2019
ANNUAL REPORT 23
Current
Spouse & Minor
Inauguration Shareholdings Shareholding
Shareholding in
Title Nationality Name Gender the name of others
Date
Shares % Shares % Shares %
Senior Vice President ROC Jie-Li Zhu Male 2011.12.16 83,592 0 713 0 0 0
Chien-Chang
Senior Vice President ROC Male 2019.07.01 0 0 0 0 0 0
Tzeng
Vice President
ROC Yu-Wen Su Male 2018.02.01 0 0 0 0 0 0
( Accouting Supervisor)
2019
24 ANNUAL REPORT
III. Corporate Governance Report
2019
ANNUAL REPORT 25
Current
Spouse & Minor
Inauguration Shareholdings Shareholding
Shareholding in
Title Nationality Name Gender the name of others
Date
Shares % Shares % Shares %
Corporate Governance
ROC Ting-Yu Lu Female 2019.01.25 20,000 0 0 0 0 0
Supervisor
Note1: The position of the Chairman and the Chief Executive Officer (the highest manager) of the Company is measured for organization function by
the Board of Directors and is appointed in accordance with the resolutions of the Company’s Articles of Incorporation. In order to uphold the
resolutions of the Board of Directors, to be responsible for the major decisions of the Company and the group business, to represent Yangming
Shipping Group externally and to lead and command the Group’s operating policy as a highest manager. Hoping to participate in the operation
and management of the Company in a more pragmatic manner, to concentrate its powers, to exert efficiency and operational benefits, and
to achieve the mission of implementing the resolutions of the Board of Directors. In addition, in order to achieve the goal of improving the
company’s system and implementing corporate governance, the company will make necessary adjustments within the prescribed period in
accordance with the provisions of the Board of Directors of Pulic Company and Compliance Rule of exercise powers issued by the Taiwan
Stock Exchange Co., Ltd..
2019
26 ANNUAL REPORT
III. Corporate Governance Report
2019
ANNUAL REPORT 27
3.3 Remuneration Paid during the most recent fiscal year to Directors, Supervisors, President
and Vice President
3.3.1 Remuneration of Directors (Including Independent Directors.)
Remuneration of Directors
Director
Base Compensation(A)
Separation pay(B) Compensation(C) Allowance(D)( Note 4)
(Note 2)
(Note 3)
2019
28 ANNUAL REPORT
III. Corporate Governance Report
Unit: NT$Thousand
Ratio of total Relevant remuneration from being the company’s employee Ratio of total
remuneration Employee remuneration
(A+B+C+D) to net Salary, bonus, and (A+B+C+D+E+F+G) to
Separation pay (F) Compensation(G) Compensation
loss(%) (Note 10) allowance (E) (Note 5) net loss (%) (Note 10)
(Note 6) from an
All invested
All All All companies All company
companies companies companies in the companies other than the
in the in the in the The in the company’s
The The The consolidated The
consolidated consolidated consolidated Company financial consolidated subsidiary
Company Company Company Company
financial financial financial statement financial (Note 11)
statement statement statement (Note 7) statement
(Note 7) (Note 7) (Note 7) (Note 7)
Cash share Cash share
2019
ANNUAL REPORT 29
3.3.2 Remuneration of President and Executive Vice Presidents
Range of Remuneration
Names of President and Executive Vice Presidents
Range of remuneration paid to President and
Executive Vice Presidents All companies in the consolidated financial
The company(Note12)
statement (Note13)
Under NT$1,000,000 - -
NT$5,000,000(included)~NT$10,000,000(excluded) Ching-Chang Wu -
NT$15,000,000(included)~NT$30,000,000(excluded) - -
NT$30,000,000(included)~NT$50,000,000(excluded) - -
NT$50,000,000(included)~NT$100,000,000(excluded) - -
Over NT$100,000,000 - -
Total 9 9
Note1: Wen-Bor Lin, Former President & Chief Operation Officer retired since 2020.02.16.
Note2: Ching-Chang Wu, Former Senior Executive Vice President &Chief Strategy Officer retired since 2019.01.01, the remuneration is inclusive of
separation pay.
Note3: Tsai-Ding Chou, Former Chief Taiwan Operations Officer & Senior Executive Vice President transferred to Yang Ming (Europe) Corp. on
2019.07.01
Note4: Fu-Tien Lin, Former Chief Auditor & Executive Vice President retired since 2019.10.01, the remuneration is inclusive of separation pay.
Note5: Shih-Chou Lee, Former Senior Vice President &Chief Financial Officer promoted to Executive Vice President &Chief Financial Officer on
2019.01.01 and then transferred to Executive Vice President on 2019.01.21.
Note6: Kun-Rong Pai, Former Chief Strategy Officer & Senior Executive Vice President transferred to Senior Executive Vice President on 2020.1.21.
Note7: Shih-Fang Hsu, Former Executive Vice President of Yang Ming (Europe) Corp. transferred to Chief Taiwan Operations Officer & Executive
Vice President on 2019.07.16, then transferred to Chief Auditor & Executive Vice President on 2019.10.01.
2019
30 ANNUAL REPORT
III. Corporate Governance Report
Unit: NT$Thousand
Bonus and Allowances etc.(C) Employee Compensation(D) Ratio of total remuneration(A+B+C+D) to
(Note6) (Note7) net loss (%)(Note11) Compensation
from an invested
All companies in All companies in the
All companies in the company other than
The the consolidated The Company consolidated financial The
consolidated financial the company’s
Company financial statement(Note8) Company
statement(Note8) subsidiary (Note15)
statement(Note8) Cash Stock Cash Stock
Note8: Salaries and allowances to this company’s President, and EVPs in 2019.
Note9: Compensations including salaries, allowance, separation pay, bonus, incentives, special disbursements, perquisites, accommodation, company
cars, and other provided objects, received by President, EVPs, but relevant compensations NTD$673 and NT$882 thousand paid to two drivers
are excluded. In addition, the salary expenses recognized in the IFRS2(Share-based Payment), including obtainments of employee stock option
certificates, restricted stock rewards, and participation of subscribing stock by cash injection, also counted in the compensations.
Note10: No employee compensation in 2019 in this company.
Note11: The disclosure of total amounts of President’s and EVPs’ compensations paid by all companies (including this company) listed in this
consolidation.
Note12: The President and EVPs who receiving compensations paid by this company, their name is disclosed in the attributed bracket.
Note13: The disclosure of total amounts of President’s and EVPs’ compensations paid by all companies (including this company) listed in this
consolidation. The President and EVPs who receiving compensations paid by this company, their name is disclosed in the attributed bracket.
Note14: The net profit after tax of financial statement in 2019.
Note15: This company’s President and EVPS didn’t receive the relevant compensations of others reinvested business which isn’t under the
subsidiaries.
*The income concept of remunerations disclosed this table is dissimilar to the Income Tax Act, therefore, this table is for information disclosure, not
for taxation.
2019
ANNUAL REPORT 31
The top five highest padi of Executive Vice presidents(disclosure with names and remuneration amount)
Executive Vice President Fu-Tien Lin 2,591 2,591 9,187 9,187 227 227
Senior Executive Vice President ChingChang Wu 156 156 9,549 10,806 226 226
Note 1: The salary, allowance and severance pay of top five highest paid Executive Vice presidents in 2019.
Note 2: Compensations including salaries, allowance, separation pay, bonus, incentives, special disbursements, perquisites, accommodation, company
cars, and other provided objects, received by Executive Vice presidents who are employees of this company and top five highest paid in 2019,
but relevant compensations NTD$673 and NT$882 thousand paid to two drivers are excluded.
Note 3: No employee compensation in 2019 in this company.
Note 4: It’s disclose total amounts of top five highest paid Executive Vice presidents’ compensations which paid by all companies (including this
company listed in this consolidation.
Note 5: The net loss after tax of financial statement in 2019.
Note 6: The managers on the list didn’t receive the relevant compensations of others reinvested business which isn’t under the subsidiaries.
*The income concept of remuneration disclosed this table is dissimilar to the Income Tax Act, therefore, this table is for information disclosure, not
for taxation
3.3.4Analysis of the proportion of the total remuneration of directors, supervisors, president, and EVPs of the
company paid by the company and all companies in the consolidated financial statement to net profit
after tax in individual financial statement of the recent two years. Explanation of remuneration policies,
standards and packages, the procedure of determining remuneration, and its linkage to operating
performance and future risk exposure.
1. Analysis of the proportion of the total remuneration of directors, supervisors, president, and EVPs of the
company paid by the company and all companies in the consolidated financial statement to net profit after
tax in individual financial statement of the recent two years.
2019
32 ANNUAL REPORT
III. Corporate Governance Report
Unit: NT$Thousand
Employee Compensation(D) Ratio of total remuneration(A+B+C+D) to net
(Note3) loss (%)(Note5)
2. Explanation of remuneration policies, standards and packages, the procedure of determining remuneration,
and its linkage to operating performance and future risk exposure:
The board of directors is authorized to determine the remuneration of chairman and directors being
in compliance with their participation of company’s operation and their contribution, also referring to
standards of the industry, which means the annual remuneration for the equals in the marine industry.
The salary of chairman, directors, and managerial officers is according to the law determined by the
compensation committee. The salary paid to the other members is in accordance with their assigned duty’s
degree of responsibility, and the standards in the same industry. If the salary needs to be adjusted caused
by the variation of pay level in market, it must pass the total quota of salary adjustment through board of
director’s determination, then refers to employee’s performance review. In addition to the Chinese new
year bonus for one-month worth of pay, if the company has the earnings in the year, it could contribute
the performance bonus by calculating formula, and employee’s compensations according to the rule of
Company Articles. This company’s remuneration assessment for each position is through strict evaluation
of performance appraisal system, and overall considers the participation of company’s operation and
individual responsibilities, so that can reduce the future risk.
3.3.5 Enhanced disclosure: This company’s compensation committee sets and review regularly directors’
and managerial officers’ performance evaluation and the remuneration’s policy, system, standard, and
structure.
2019
ANNUAL REPORT 33
3.4 Corporate Governance Status
3.4.1 The status of operation of the board of director
Seven meetings (A) were held by the Board of Director in the 2019, the attendance status is as follow.
Attendance
Attendance
By Rate in
Title Name in Remarks
Proxy Person (%)
Person(B)
(B/A)
Chih-Chien Hsieh, the
Chairman Representative authorized by 7 0 100 Assumed office on June 23th , 2016.
the MOTC
Kun-Ching Liao, the Assumed office on June 22th, 2018, after
Director Representitive authorized by 7 0 100 the re-election of directors on annual
the MOTC shareholders’ meeting.
Ping-Jen Tseng, the Assumed office on June 22th, 2016, after
Director Representitive authorized by 7 0 100 the re-election of directors on annual
the MOTC shareholders’ meeting.
Cheng-Mount Cheng, the
Director Representative authorized by 6 1 85.7 Assumed office on August 17th, 2018.
the NDF
Assumed office on June 22th, 2018, after
the re-election of directors by on annual
Chuan-Te Ho, the
shareholders’ meeting, left office on
Director Representative authorized by 2 0 100
April 29 th 2019, he should attend the
the NDF
meetings of the board of directors twice
in 2019.
Chien-Yi Chang, the Assumed office on June 22th 2018, after
Director Representative authorized by 6 1 85.7 the re-election of directors on annual
the NDF shareholders’ meeting.
Shao-Yuan Chang, the Assumed office on April 29th 2019, he
Director Representative authorized by 5 0 100 should attend the meetings of the board
the NDF of directors five times in 2019.
Assumed office on June 22th 2018, after
the re-election of directors on annual
Shao-liang Chen, the
shareholders’ meeting, left office on June
Director Representative authorized by 3 0 100
17th 2019, he should attend the meetings
the TIPC
of the board of directors three times in
2019.
Wen-Ching Liu, the Assumed office on June 22th 2018, after
Director Representative authorized by 7 0 100 the re-election of directors on annual
the TNC shareholders’ meeting.
Assumed office on June 22 th 2017 on
Independent
Ming-Sheu Tsai 7 0 100 annual of shareholders’ meeting for
Director
electing succeeding directors.
Assumed office on June 22th 2018, after
Independent
Tar-Shing Tang 7 0 100 the re-election of directors on annual
Director
shareholders’ meeting.
Assumed office on June 22th 2018, after
Independent
Tze-Chun Wang 7 0 100 the re-election of directors on annual
Director
shareholders’ meeting.
Other matters to be recorded:
1. If there are any situation as stated below during operation of the board of director, the meeting date, period, content,
independent director’s opinion, resolution made by independent directors should be recited.
(1) Matters specified in Article 14.3 of the Securities and Exchange Act: The motion to votes results is approval from
all members of compensation committee, and is submitted to the board of directors for approval by resolution, no
independent directors were against or qualified opinion.
(2) Unless Otherwise stated, other independent directors who expressed opposition or qualified opinions that were
recorded or declared in writing as: None.
2019
34 ANNUAL REPORT
III. Corporate Governance Report
Attendance
Attendance
By Rate in
Title Name in Remarks
Proxy Person (%)
Person(B)
(B/A)
2. To avoid conflict of interest among directors, the director’s name, meeting content, the reason for avoiding conflict
of interest and participation in the voting process must be recorded: None.
3. Strengthening the function of the board in current and recent fiscal years (e.g. establishing the audit committee,
promoting information transparency, etc.) and conducting performance assessment:
(1) Promoting information transparency: The Company is operational transparency and concerns the shareholder’s
rights, the crucial resolution announced instantly after the meetings of board of director. This Company also
formulated the “Procedures for Handling Material Inside Information” to establish sound mechanisms for the
handling and disclosure of material inside information, promoting and enhancement the information transparency.
(2) Advanced education for Directors: Directors of the Company participate the trainings that is according to the
policies on “Advanced education for Directors and Supervisors of TWSE-Listed and TPEx-Listed Companies”,
the advanced education courses and hours were uploaded on Market Observation Post System. Directors’ and
Independent Directors’ CPE hours in 2019 were 66 hours standing on the policy, the actual total CPE hours
reached 104 hours.
4. Enhanced disclosure: The expected attendance for all independent directors was 21 times, there were 0 times by
proxy, no authorized absence, the attendance rate is 100%. It’s in accordance with Article 7 of the “Regulations
Governing Procedure for Board of Directors Meetings of Public Companies”, at least one independent director shall
attend each meeting in person.
5. In order to implement corporate governance and enhance the functions of the Board of Directors, the Company sets
up a target of performance assessment to enhance the efficiency of the Board and establishs regulations governing the
Board performance evaluation. The following is the information of performance assessment of the Board of Directors
of 2019. Please read (VI) for the results of performance assessment.
Frequency Period Range Methods Contents
1. The performance assessment of the board of directors includes
theparticipation in operations of the Company, the quality
improvement of the Board decisions, the composition and
structure of the board of directors, the selection and continuous
training of directors, and internal control, and so on.
Board of 2. The performance assessment of individual director members
Directors, Internal self- includes the grasp of company goals and tasks, the director’s
individual evaluation by responsibilities, the participation in the company’s operations,
Once a year 2019 directors the Board of the management and communication of internal relations, the
and Directors and professional and continuous training of directors, and internal
functional its members. control, and so on.
committees 3. The performance assessment of the functional committee includes
the participation in the company’s operations, the functional
committee’s responsibilities, the quality of the functional
committee’s decision-making, the functional committee’s
composition and selection of members, and internal control, and
so on.
(1) Adoption or amendment of an internal control system pursuant to Article 14-1of the Securities and
Exchange Act.
(2) The validity assessment of the Internal Control System.
(3) Adoption or amendment the work procedure for major financial or operational actions such as
acquisition or disposal of assets, engaging in derivatives trading, extension of monetary loans to others,
endorsements or guarantees for others.
(4) A matter bearing on the personal interest of a director.
(5) A material asset or derivatives transaction.
2019
ANNUAL REPORT 35
(6) A material monetary loan, endorsement, or provision of guarantee.
(7) The offering, issuance, or private placement of any equity-type securities.
(8) The hiring or dismissal of an attesting CPA, or the compensation given thereto.
(9) The appointment or discharge of a financial, accounting, or internal auditing officer.
(10) Annual financial reports and second quarter financial reports that must be audited and attested by a
CPA, which are signed or sealed by the Chairman, managerial officer, and accounting officer.
(11) Any other material matter so required by the Company or the Competent Authority.
The Audit Committee has held seven meetings (A) in 2019, the attendance status of Independent Directors
is as below:
In-Person In-person
Title Name Attendance By Proxy Attendance Remarks
(B) Rate (%)(B/A)
Assumed office on June 22 th 2017 on
Independent Ming-Sheu
7 0 100 annual shareholders’ meeting for electing
Director Tsai
succeeding directors.
Independent Tar-Shing
7 0 100 Assumed office on June 22th 2018.
Director Tang
Independent Tze-Chun
7 0 100 Assumed office on June 22th 2018.
Director Wang
Other matters should be recorded:
1. While carrying out its operations, the Audit Committee should report the meeting date of the Board of Directors,
period, content, and results of the Audit Committee’s resolutions.
(1) Matters specified in Article 14-5 of the Securities and Exchange Act, that is subject to the consent of all members
of the Audit Committee, and is submit to the Board of Directors for a resolution.
Resolutions
Matters specified
rejected by Audit
Board of in Article 14-5
Committee; Two
Director’s Contents and Results of Resolutions of the Securities
Third or more
Meeting and Exchange
directors gave
Act
their approval
1. Announcement to ship-owners the option of long-term chartered ship. V None
2. Short-term chartered ships . V None
No. 335
th 3. The Company participate the subscription of subsidiary’s cash injection. V None
January 25 ,
2019 4. Endorsement and provision of guarantee for the Company’s subsidiaries. V None
The resolution of the 39th Audit Committee (January 11st, 2019): All members of the Audit Committee gave the approval.
The results of the Audit Committee’s resolutions:All the attendant directors gave their approval.
1. The financial statement in 2018 fiscal year. V None
2. Self-assessment audit report of Internal Control System and Internal Control
V None
System Statements in 2018 fiscal year.
No. 336
3. Endorsement and provision of guarantee for the Company’s subsidiaries. V None
March 25th,
2019 4. Amendment to the Company’s Handling Procedure for Acquisition or Disposal of
V None
assets.
th th
The resolution of the 40 Audit Committee (Marth 14 , 2019): All members of the Audit Committee gave the approval.
The results of the Audit Committee’s resolutions:All the attendant directors gave their approval.
1. Handling bulk ship of subsidiary. V None
2. Providing endorsement and guarantee for subsidiaries. V None
No. 337 3. Amendment to the Principles for Loaning of Funds to Others. V None
May 14th
4. Amendment to the Procedures Governing Endorsements and Guarantees. V None
, 2019
5. Professional fees of Certified Public Accountant in 2019. V None
The resolution of the 41th Audit Committee (April 30th, 2019): All members of the Audit Committee gave the approval.
The results of the Audit Committee’s resolutions:All the attendant directors gave their approval.
2019
36 ANNUAL REPORT
III. Corporate Governance Report
Resolutions
Matters specified
rejected by Audit
Board of in Article 14-5
Committee; Two
Director’s Contents and Results of Resolutions of the Securities
Third or more
Meeting and Exchange
directors gave
Act
their approval
1. Investment of a joint venture shipping company by subsidiary. V None
2. Disposal and sale of ultra-high reefer container. V None
3. Purchasing of reefer container. V None
4. Development (disposal) of the company’s land by joint construction and separate
V None
sale.
No. 338 5. Handle the change of the Company’s paid-in capital that cooperate with the
August 13th, Company exercising maturity conversion rights for the first domestic private V None
2019 placement of guaranteed forced conversion corporate bonds.
6. Providing endorsement and guarantee for subsidiaries. V None
7. Adjustment of the Chief Accounting Officer of the Company. V None
8. Adjustment of the Chief Financial Officer of the Company. V None
The resolution of the 42th Audit Committee (July 30th, 2019): All members of the Audit Committee gave the approval.
The results of the Audit Committee’s resolutions:All the attendant directors gave their approval.
1. Reducing the quota of loaning of funds to subsidiaries. V None
No. 339 2. Adding the quota of loaning of funds to subsidiaries. V None
September 24th, 3. Adjustment of the Chief Audit Officer of the Company. V None
2019 The resolution of the 43th Audit Committee (September 24th, 2019): All members of the Audit Committee gave the approval.
The results of the Audit Committee’s resolutions:All the attendant directors gave their approval.
1. Renewing the lease of container yard at the rear line of Keelung Port terminal and
V None
submit related party transaction evaluation report as required.
2. Related party evaluation report of subcontracted transaction to subsidiary for the
V None
container yard of the Keelung Port terminal.
No. 340 3. Investment for lease renewal of State-owned Land in Taipei. V None
November 13th,
4. Installing open open loop scrubber for 8,000TEU segment vessel. V None
2019
5. Adding the quota of loaning of funds to subsidiaries. V None
6. Providing endorsement and guarantee for subsidiaries. V None
The resolution of the 44th Audit Committee (November 1st, 2019): All members of the Audit Committee gave the approval.
The results of the Audit Committee’s resolutions:All the attendant directors gave their approval.
1. Maturity disposal plan of container ship sale and leaseback. V None
The resolution of the 44th Audit Committee (November 1st, 2019):
Except for the objection expressed by Independent Director Tar-Shing Tang,
No. 341 the other members of the Audit Committee gave the approval.
December 9th, The Independent Director Tar-Shing Tang considers the highest loss of this issue shall not exceed the refundable deposit.
2019 However, the possible loss of the two proposals the Company raised are higher than the refundable deposit. Besides, the
second proposal could not avoid the risk of vessel price depreciation in the future. Thus, the Independent Director Tar-Shing
Tang gives an objection to this issue.
The resolution of the 45th Audit Committee (December 9th, 2019): All members of the Audit Committee gave the approval.
The results of the Audit Committee’s resolutions: All the attendant directors gave their approval.
1. Disposal and sale of the ship aged 20 which needs dry-dock repair. V None
2. Purchasing dry containers and reefer containers. V None
3. Continuouslyparticipate in the Taipei Urban Land Renewal. V None
4. Capital reduction and liquidation of the Company’s subsidiaries. V None
No. 342
January 21st, 5. Adding the quota of loaning of funds to subsidiaries. V None
2020 6. Providing endorsement and guarantee for subsidiaries. V None
7. Adjustment of the Chief Financial Officer of the Company. V None
The resolution of the 46th Audit Committee (January 10th, 2020) and 47th Audit Committee (January 21st, 2020): All members
of the Audit Committee gave the approval.
The results of the Audit Committee’s resolutions:All the attendant directors gave their approval.
1. The financial statement in 2019 fiscal year. V None
2. Self-assessment audit report of Internal Control System and Internal Control
V None
System Statements in 2019 fiscal year.
3. Liquidation of the Company’s subsidiaries. V None
4. Land Development in Taipei. V None
No. 344 5. Adding the quota of loaning of funds to subsidiaries. V None
March 26th, 6. Providing endorsement and guarantee for subsidiaries. V None
2020 7. Professional fees of Certified Public Accountant in 2020. V None
8. Amendment to the Company’s Handling Procedure for Acquisition or Disposal of
V None
assets.
9. Amendment of the Company’s Internal Control System. V None
The resolution of the 48th Audit Committee (March 13th, 2020): All members of the Audit Committee gave the approval.
The results of the Audit Committee’s resolutions:All the attendant directors gave their approval.
2019
ANNUAL REPORT 37
(2) Except for the matters stated above, there were no resolutions rejected by Audit Committee; Two Third or more
directors gave their approval.
2. To avoid conflict of interest among independent directors, the independent director’s name, meeting content, the
reason for avoiding conflict of interest and participation in the voting process must be recorded: None.
3. Communication between independent directors and internal audit officials and accountants (which should be
including material matters, methods, results pertaining to company finance and business etc.):
(1) The Company’s internal audit officials should be present in the quarterly audit committee’s and board of director’s
meeting, periodically communicate and explain auditing reports and other relevant matters to independent
directors, and has informal discussion in the end of the year. The major communication matters in 2019 fiscal
year is the following extracts:
Date Methods Matters Results
Independent
The 4th of the 19th Term of Board Internal audit follow-up report Q3,
January 25th, 2019 directors were no
of Director’s Meeting 2018.
objection.
th The 4th of the 3rd Term of Audit Self-assessment audit report
March 14 , 2019 Independent
Committee’s Meeting of Internal Control System
directors were no
The 5 of the 19 Term of Board and Internal Control System
th th
objection.
March 25th, 2019 Statements, 2018.
of Director’s Meeting
Independent
The 6th of the 19th Term of Board Internal audit follow-up report Q4,
May 14th, 2019, directors were no
of Director’s Meeting 2018.
objection.
th th Independent
The 7 of the 19 Term of Board Internal audit follow-up report Q1,
August 13th, 2019 directors were no
of Director’s Meeting 2019.
objection.
The informal discussion between
internal audit officials Independent
September 24th, 2019 and independent Audit report of 2019. directors were no
directors(individual objection.
communication)
Independent
The 8th of the 3rd Term of Audit
November 1st, 2019 directors were no
Committee’s Meeting
Formulation of internal audit plan objection.
of 2020. Independent
The 9th of the 19th Term of Board
November 13th, 2019 directors were no
of Director’s Meeting
objection.
th th Independent
The 9 of the 19 Term of Board Internal audit follow-up report Q2,
November 13th, 2019 directors were no
of Director’s Meeting 2019.
objection.
th th Independent
The 11 of the 19 Term of Board Internal audit follow-up report Q3,
January 21st, 2020 directors were no
of Director’s Meeting 2019.
objection.
th rd
The 12 of the 3 Term of Audit Self-assessment audit report
March 13th, 2020 Independent
Committee’s Meeting of Internal Control System
directors were no
The 13 of the 19 Term of Board and Internal Control System
th th
objection.
March 26th, 2020 Statements, 2019.
of Director’s Meeting
(2) The company’s CPAs should be present in the quarterly Audit Committee’s and board of director’s meeting,
periodically reports financial statement audits, auditing results, and matters related to the relevant laws to
independent directors, and have a direct communication informal discussion with independent directors quarterly.
The major communication matters in 2019 are the following extracts:
Date Methods Matters Results
The informal discussion between
Independent
independent directors Topic for IFRS16 and the key
January 11th, 2019 directors were no
and CPAs(individual audit matters of the year.
objection.
communication)
The informal discussion between
Independent
th independent directors The audit matters of Financial
March 14 , 2019 directors were no
and CPAs(individual Statement of 2018.
objection.
communication)
2019
38 ANNUAL REPORT
III. Corporate Governance Report
3. The state of participation in board meetings by the supervisors: This company has set up the Audit
Committee, so that there are no states of participation in board meetings by the supervisors.
This company passed the establishment of the Compensation Committee on July 6th, 2011, the 278th Board
of Director meeting, this year is the 4th Compensation Committee, the 332th Board meeting, passed the hiring
project, the Commissioners are the Independent Directors, Ming-Sheu Tsai, Tar-Shing Tang, and Tze-Chun
Wang.
2019
ANNUAL REPORT 39
The duties are as below: periodically reviewing the Charter of the Compensation Committee and making
recommandations for amendments; establishing and periodically reviewing the performance assessment
standards, annual and long-term performance goals, and the policies, systems, standards, and structure for
the compensation of the directors and managerial officers of the Company; periodically assessing the degree
to which performance goals for the directors, and managerial officers of the Company have been achieved,
setting the types and amounts of their individual compensation based on the results of the reviews conducted
in accordance with the performance assessment standards.
Independent Ming-
ü ü ü ü ü ü ü ü ü ü ü 1
Director Sheu Tsai
Independent Tar-Shing
ü ü ü ü ü ü ü ü ü ü ü ü 1
Director Tang
Independent Tze-Chun
ü ü ü ü ü ü ü ü ü ü ü ü 1
Director Wang
Note1: The identity is Director, Independent Director, or Other
Note2: Please mark“ü”in the appropriate boxes, if the director is accordance with the following conditions from 2 years before being elected and
appointed, and during his term of office.
(1) Not an employee of the Company and its affiliates.
(2) Not a director or supervisor of the Company or its affiliates. This does not apply in cases where the person is an independent director of
the Company, its parent company, or any subsidiary belongs to the same parent company, as appointed in accordance with the Act or with
the laws of the country.
(3) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person
under others’ names, in an aggregate amount of 1% or more of the total number of issued shares of the Company or ranking in the top 10
in shareholdings.
(4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of the managers specified in
preceding criteria 1 and and of the persons specified in preceding criteria 2 to 3.
(5) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of issued shares of the
Company and ranks among the top 5 in shareholdings or appointed as representive pursant to Item 1 or 2 of Article 27 of the Company Act.
This does not apply in chases where the person is an independent director of the company, its parent company, or any subsidiary belongs to
the same parent company, as appointed in accordance with Regulations Governing Appointment of Independent Directors and Compliance
Matters for Public Companies or with the laws of the country.
(6) Not a director, supervisor or employee of other company who controls more than 50% of the seats of company’s director or the voting
shares. This does not apply in cases where the person is an independent director of the Company, its parent company, or any subsidiary
belongs to the same parent company, as appointed in accordance with Regulations Governing Appointment of Independent Directors and
Compliance Matters for Public Companies or with the laws of the country.
(7) Not a director, supervisor or employee of other company or institution who are the same person or spouse with the chairman, the president,
or equivalent. This does not apply in cases where the person is an independent director of the Company, its parent company, or any
subsidiary belongs to the same parent company, as appointed in accordance with Regulations Governing Appointment of Independent
Directors and Compliance Matters for Public Companies or with the laws of the country.
(8) Not a director, supervisor, manager, or shareholder holding more than 5% outstanding shares of a company or institute hat has baseness
or financial relationship with the Company. This does not apply to some specific companies or institutes which hold more than 20 % and
less than 50 % shares of the total issued shares of the Company and in cases where the person is an independent director of the company,
its parent company, or any subsidiary belongs to the same parent company, as appointed in accordance with Regulations Governing
Appointment of Independent Directors and Compliance Matters for Public Companies or with the laws of the country.
(9) Not an owner, partner, director, supervisor, a manager or spouse of any of professional, sole proprietorship, partnership, company, or
institution that provides audit or commercial, legal, financial, accounting services with remuneration less than NTD 500,000 in 2 years
to the Company or its affiliate . Except for member of the remuneration committee, public tender offer review committee, or special
committee for merger/consolidation and acquisition, who exercises powers pursuant to the Security Exchange Act or to the Business
Mergers and Acquisitions Act or related laws.
(10) Not under any of the circumstances set forth in Article 30 of the Company Act.
2019
40 ANNUAL REPORT
III. Corporate Governance Report
The 4th Remuneration Committee’s meetings held twice(A) in 2019, the following is the qualification and
attendance of the Committee.
Attendance Rate
Attendance in
Tittle Name By Proxy in Person (%) Remarks
Person (B)
(B/A)
Assumed office on June
Ming-Sheu 22th 2017
Convener 2 0 100
Tsai succeeded on June 22th
2018
Independent Assumed office on June
Tar-Shing Tang 2 0 100
Director 22th 2018
Independent Tze-Chun Assumed office on June
2 0 100
Director Wang 22th 2018
Other mentionable items:
1. If the Board of Directors declines to adopt or modifies suggestions from theCompensation Committee, it should
specify the date, session, content of motion, resolution by the Board of Directors, and the company’s response to
the Compensation Committee’s recommendations (e.g. The compensation passed by the Board exceeds the amount
suggested by the Compensation Committee; the circumstances and causes should be specified.): None
2. If members oppose or express reservations about Remuneration Committee resolutions which are recorded or
declared in writing; the date, session, content of motion, opinions of all members, and response to these opinions
should be specified: None
3. The resolutions of the Compensation Committee of 2019:
The process of the
company to the opinions
Date Methods Matters Results
of the Compensation
Committee
The 3th of the 4th Report to the committee Providing relevant
th Current salary and remuneration content of the
July 30 , Term of the Meeting for resolution again information as
managers of the Company (excluding the chief
2019 of Compensation after submitting relevant recommended by the
executive officer and general manager)
Committee information Committee
The 4th of the 4th
Current salary and remuneration content of the
November 14th, Term of the Meeting Independent directors were Follow-up in accordance
managers of the company (excluding the chief
2019 of Compensation no objection. with the result.
executive officer and general manager)
Committee
The 5th of the 4th
February 3th, Term of the Meeting The compensation plan of the President of the Independent directors were Follow-up in accordance
2020 of Compensation company no objection. with the result.
Committee
2019
ANNUAL REPORT 41
3.4.4 The Composition, Duties, and Operation of the Special Projects Committee
The Company established the Special Projects Committeeby resolution of the 334th meeting of the Board
of Director on November 12th, 2018. Special Projects Committee provides advice on matters that have
a significant impact on the operation of company in order to enhance the supervisory and management
functions of the Board of Director. It is consist of 3 to 7 directors and at least one of whom is an independent
director. This is the first term of the Special Projects Committee., Ming-Sheu Tsai, Tar-Shing Tang, Tze-Chun
Wang, Kun-Ching Liao, Cheng-Mount Cheng and Shao-Liang Chen were appointed to serve as members of
the Special Projects Committee by the resolution of the 335th meeting of the Board of Director on January
25th, 2019. The duties of the members are to provide advices on major regulations, system changes, business
environment changes and assist the Board of Director in supervising the managerial department to implement
relevant decisions; to provide advice on financial risks such as the company’s financing risks, profit exchange
rate risks, liquidity risks (including liquidity and solvency). They also provide consulting advices on major
adjustments to the organization of the company; other project matters directed by the shareholders’ meeting
and the board of directors. If the above items are listed in Article 14-5 of the Securities Exchange Act, the
Audit Committee of the Company shall deliberate by the provisions of the Special Projects Committee
Organization Rules.
2. The term of the 1st Special Projects Committee is from January 25, 2019 to June 21, 2021. The meeting of
the Special Projects Committee was held 6 times (A) in 2019. The following is the attendance status of the
members:
Attendance In-person
Remarks
Title Name in By Proxy Attendance Rate(%)
Person(B) (B/A)
Assumed office on January
Convener Ming-Sheu Tsai 6 0 100%
25th, 2019
Independent Assumed office on January
Tar-Shing Tang 6 0 100%
Director 25th, 2019
Independent Assumed office on January
Tze-Chun Wang 6 0 100%
Director 25th, 2019
Assumed office on January
Director Kun-Ching Liao 6 0 100%
25th, 2019
Assumed office on January
Director Cheng-Mount Cheng 6 0 100%
25th, 2019
Assumed office on January
25th, 2019, left office on June
Director Shao-Liang Chen 1 0 33.33% 17th, 2019, he should attend
the meetings of the board of
directors 3 times in 2019
2019
42 ANNUAL REPORT
III. Corporate Governance Report
3.4.5 The range of duties, main point of the business and the advanced education of the Chief Corporate
Governance Officer
In accordance with Article 5 of the Organizational Rules of the Company, the Secretarial Office of the Board
is the department that promotes corporate governance and implements corporate governance matters of the
Board of Directors. In order to strengthen corporate governance, protect shareholders’ rights and enhance the
function of the Board of Directors, the 335th meeting of the Board of Directors adopted the resolution and
appointed Ms.Ting-Yu Lu to serve as the Chief Corporate Governance Officer on January 25th, 2019. The
related qualification and the responsibilities are in compliance with the requirements for the principle of the
corporate governance.
The main duties of the Chief Corporate Governance Officer are to handle related matters for the meetings
of the Board of Directors, shareholders and functional committees. To prepare meeting minutes, provide
information required to directors and independent directors to perform theirduties, assist directors and
independent directors in their appointments and continuing education, and assist directors and independent
directors to comply with laws and regulations, handle company registration and change registration.
2019
ANNUAL REPORT 43
1. The following is the main business of the Chief Corporate Governance Officer in 2019:
(1) Ensure that the operations of the meetings of shareholders, the board of directors and functional
committees are in compliance with the relevant provisions of the company’s articles of association,
rules and regulations, laws, and resolutions of the shareholders’ meeting.
(2) Coordinate the convening of shareholders’ meetings, and handling the convening, notification,
meetings, meeting minutes, etc. of the board of directors and various functional committees.
(3) Handing the communication meeting between independent directors and accountant or audit supervisor
separately on the convening, notification, meeting, meeting minutes and other related matters.
(4) Establish standard proceeding procedures for directors’ requests, and provide relevant information,
instructions, convening discussion meetings and take charge of meeting minutes as required by directors
and independent directors.
(5) Revise the performance evaluation method of the board of directors and handle the performance
evaluation of the board of directors.
(6) Amend the organizational rules and relevant internal rules and procedures of the Audit Committee in
cooperation with the amendment of laws and regulations.
(7) Assist new directors to take office, and assist directors and independent directors to comply with laws
and regulations.
(8) Assist directors and independent directors to arrange education programs and courses.
(9) Take out appropriate liability insurance for directors and managers.
(10) Handle company registration and change registration matters in cooperation with the change of
directors and capital.
2. The following is the information of the continuing education of Chief Corporate Governance Officer in
2019:
The advanced education table of Chief Corporate Governance Officer in 2019.
Title Name Date Organizer Course Name Hours
Financial crisis warning and
type analysis of the corporation-
February Securities and Futures Directors and Supervisors (including
3
21th, 2019 Institution Independent Director) and Chief
Corporate Governance Officer practice
seminar
Director’s Liability and Risk
March 8th, Taiwan Corporate Governance
Chief Management under the Latest Blueprint 3
2019 Association
Corporate Ting-Yu of Corporate Governance
Governance Lu August 2th Taiwan Corporate Governance The Role and Responsibility of
3
Officer ,2019 Association Corporate Governance Officer
Fubon Property & Casualty Directors
October
th Fubon Insurance Co., Ltd. ‘Supervisors’ Liability and Corporate 3
16 , 2019
Governance Practice Seminar in 2019
December Taiwan Corporate Governance Provision of company information-
3
6th, 2019 Association with directors’ right to information
December Taiwan Corporate Governance Managing Legal Risk and Crises of
3
24th, 2019 Association Enterprise Operation
2019
44 ANNUAL REPORT
3.4.6 The state of the company’s implementation of corporate governance, any departure from such implementation in the Corporate Governance Best
Practice Principles for TWSE/TPEx Listed Companies, and the reason for such departure:
Deviations from
Implementation Status “Corporate Governance
Items Best Practice Principles
Yes No Description for TWSE/TPEx Listed
Companies” and Reasons
1. Does the company establish and disclose V Yang Ming Marine Transport Corporation has established its “Best-Practice
the Corporate Governance Best-Practice Principles for Corporate Governance”, and disclosed these on the company’s website.
Principles based on” Corporate Governance (Address: https://www.yangming.com/files/Investor_Relations/Govern_Rules.pdf) No Difference
Best Practice Principles for TWSE/TPEx and Market Observation Post System.
Listed Companies”?
2. Shareholding structure & shareholders’ rights
(1) Does the company establish an internal V (1) The company has established an Internal Control System that specifies and
operating procedure to deal with handles shareholders’ rights, share issue, dividends distribution procedure based
shareholder ’s suggestions, doubts, on relevant rules. Shareholders’ meetings are held and managed in accordance
disputes, and litigations, and implement with “Shareholders’ Meeting Regulations”, laws and company code. This
these based on the procedure? company has assigned a special unit to handle shareholders’ suggestions, doubts,
and disputes.
(2) Does the company possess a list of its (2) The company has established a list of its major shareholders and has in its
major shareholders as well as ultimate possession a list of ultimate owners holding high percentage of shares and major
owners of those shares? shareholders. It has also disclosed and declared this information in accordance No Difference
with the law.
(3) Does the company establish and execute (3) a. The company has established rules to keep track of its funds along with its
a risk management and firewall system affiliates, and has set up relevant mechanisms in the Internal Control System.
within its conglomerate structure? b. Procedures such as acquisition or disposal of assets, endorsement, guarantee,
monetary loan etc., between this company and affiliate enterprises are all
handled in accordance with regulations.
(4) Does the company establish internal rules (4) The company has established “Procedures for Handling Material Inside
against insider trading using undisclosed Information” to prevent company members from buying and selling securities
information? using undisclosed information.
3. Composition and responsibility of the board V
of directors
(1) Does the board develop and implement a (1) The company’s Board of Directors has established a diversified policy on
diversified policy for the composition of members’ composition, and disclosed this as well as its implementation on the
its members? company’s website. No Difference
(2) Does the company voluntarily establish (2) In addition to the Compensation Committee and Audit Committee, the company
other functional committees in addition to has also formed a Project Committee voluntarily.
the Compensation Committee and Audit
2019
ANNUAL REPORT
Committee?
III. Corporate Governance Report
45
Deviations from
Implementation Status “Corporate Governance
46
Items Best Practice Principles
Yes No Description for TWSE/TPEx Listed
Companies” and Reasons
2019
(3) Does the company establish a standard V (3) The company has approved the Procedures for Performance Evaluation of the
for determining the performance of the Board during the Board meeting held on 2018.11.12, and passed the amendment
ANNUAL REPORT
Board and implement annually also report during the 335th (the 4th session of 19th) Board meeting on 2019.01.25. The method
the result of evaluation to the Board and of implementation through questionnaires was facilitated by the company’s
use as the reference for the reward of Office of the Secretary to assess the performance of the board of directors,
individual director and the nomination individual directors, and functional committees at the end of the fiscal year. The
for renewal ? company has processed the performance assessment of the board of directors,
individual directors, and functional committee (including the Audit Committee,
Remuneration Committee and Special Projects Committee) for the year 2019
in Feb., 2020 and has submitted the assessment results and the sustainably
strengthen and improve targets in 2020 during the 344th Board meeting held
on2020.03.26 (the 13th session of 19th).
- The achievement rates of assessment criteria for the board of directors and
functional committeesreached 95% and 100%, respectively. The assessment
result has surpassed the standard; The achievemate rate of assessment criteria No Difference
for directors is 86.9%, which is up to standard.
- To maintain consistency in terms of corporate governance and the Board’s
performance, there is a need to sustainably strengthen and improve targets
in 2019 by increasing participation and supervision of directors in company
operations through Board meetings, and improving relationship and
communication between directors and CPAs (i.e., continuously inviting CPAs
to attend Board meetings on a quarterly basis in order to discuss accounting
events and communicate key audit issues in the financial statement; the
assessment items of “the attendance status of directors on the Board meetings
” and “Directors and CPAs remain adequate communication” are listed as
improvement targets in 2020.
(4) Does the company regularly evaluate the (4) The Audit Committee and the company’s Board of Directors evaluate the
independence of CPAs? independence and competence of CPAs annually (refer to 8, independence
assessment of CPAs).
4. Does theTWSE/TPEx listed company V (1) The Secretarial Office serves as the special governing director, who is
configure qualified and proper personel management officer with over three years experience in handling Board meetings
to govern the corporation, and assign the operations.
supervisor who is responsible for handling (2) The Secretarial Office is responsible for facilitating events and matters related
matters (including but not limited to to Board meetings, shareholders’ meetings and functional committees, preparing
providing necessary information what meeting agendas, providing necessary materials for directors and independent No Difference
directors’ and supervisors’ needed, assist the directors, and handling company registration and changes in registration. The
board of directors and supervisiors for legal company’s Public Affairs Dept. is in charge of the implementation activities
compliance, holding the board of directors’ and related to corporate governance.
shareholders’ meetings according with law,
editing the and shareholders’ meetings, etc.)?
Deviations from
Implementation Status “Corporate Governance
Items Best Practice Principles
Yes No Description for TWSE/TPEx Listed
Companies” and Reasons
5. Does the company establish communication V The company has set up E-Commerce & Documentation Dept. and Public Affairs
channels and designate a section on its Dept. with assigned personnel to handle complaints and suggestions from suppliers,
website for stakeholders (including but not as well as investor concerns. It also maintains open communication channels with
limited to shareholders, employees, clients correspondent banks and other creditors, as a way of respecting and upholding legal
and suppliers) to address important issues rights. In addition, it provides a grievance mechanism for employees as well as
and concerns regarding corporate social stakeholder’s section on the company’s official website to receive and respond to
No Difference
responsibility? shareholder comments.
Below are the company’s contact information (e-mail address) :
- Customer service: cs@yangming.com or through the website (i.e., “Contact us”)
- Employee: employeebox@yangming.com
- Occupational safety: asdpservice@yangming.com
- Whistleblowing: conduct@yangming.com
6. Does the company appoint a professional V The company has appointed KGI securities as its shareholder services agency.
shareholder service agency to deal with No Difference
shareholder activities?
7. Disclosure of informationDoes the company V
have a corporate website to disclose its
financial standing and corporate governance
status?
(1) Does the company have a corporate (1) The company has disclosed its finance, business, corporate social responsibility, (1) No Difference
website to disclose its financial standing and corporate governance information on its Chinese and English websites
and corporate governance status? (Address: http://www.yangming.com) for the reference of shareholders and
stakeholders.
(2) Does the company have other information (2) a. The company has assigned a department to collect industry and company (2) No Difference
disclosure channels (e.g. website in information, as well as specialists to disclose related information on the Chinese
English, designated people to handle and English websites.
information collection and disclosure, b. The company has designated spokespersons and deputy spokespersons, and
spokesman system, investor conference established communication procedures and policies.
via webcast)? c. The company has provided a “Corporate Social Responsibility Report”
detailing its sustainable development initiatives.
(3) Does the company publicly announce (3) a. The company follows Securities and Exchange Act 36, within three months (3) The company follows
the financial reports within two months after the close of each fiscal year, publicly announce and sealed the financial Securities and
after the end of each fiscal year? Also reports. Exchange Act, publicly
announce the first, second, and third b. The company follows Securities and Exchange Act 36, within 45 days after the announce and registe
2019
ANNUAL REPORT
quarters financial reports and register the end of the first, second, and third quarters of each fiscal year, publicly announce the financial reports
operating status by limited time? and sealed the financial reports. and the operating status
III. Corporate Governance Report
47
c. The company follows Securities and Exchange Act 36, within the first ten days within due time.
of each calendar month publicly announce and register the operating status for
the preceding month.
Deviations from
Implementation Status “Corporate Governance
48
Items Best Practice Principles
Yes No Description for TWSE/TPEx Listed
Companies” and Reasons
2019
8. Is there any other important information V (1) Rights of employees: We strictly comply with the law and always try to provide
to facilitate better understanding of the better working environment than what the law requires and constantly listen to
ANNUAL REPORT
company’s corporate governance practices the views of the staff for improvement.
(e.g. including but not limited to employee (2) Care for employees: We always believe talented staff members are the company’s
rights, employee wellbeing, supplier best assets. Therefore, we always strive to provide a good learning and working
relations, stakeholder rights, board of environment for them to fulfill their potentials. Besides, we provide them with
directors’ and supervisors’ training records, munificent salaries, fringe benefits and good cares.
implementation of risk management (3) Relation with investors: In order to protect investors’ rights and interests, the
policies and risk evaluation measures, Company discloses its significant operational and financial information in
implementation of customer service policies, accordance with related regulations. All relevant business and financial information
and insurance for directors and supervisors)? is posted on the Company’s official website. Resolutions of shareholders’ meeting are
posted on both MOPS and the Company’s official website.
(4) Dealings with suppliers: The Company demands all suppliers to observe the law
in dealings with Yang Ming. “The Code of Conduct” for the staff was established
in 2008 (and revised in 2013) and “Code of Ethical Management of Yang Ming
Marine Transport Corporation” was established in 2012. The suppliers must be
selected fairly, the negotiation must be conducted objectively, and no confidential
information shall be divulged to would-be suppliers. All staff members are
obliged with the responsibility of keeping confidentiality. The company launched
No Difference
a whistleblowing system in 2018, these Procedures apply to all members (including
managerial officers) working in Yang Ming Marine Transport Corporation, Yang
Ming Group and its subsidiaries, suppliers and customers, shareholders and other
interested parties.
(5) Rights of interested parties: All transactions with banks/creditors are made in line
with the agreements. The Company gives adequate information to make banks/
creditors fully understand the Company’s operation and financial status.
(6) Board of directors’ and supervisors’ training records: Please refer to 10. Advanced
education for Directors and Supervisors).
(7) Risk management policy and risk assessment standards
a. Risk Management Policy: We define the risks arising from human activities,
natural disasters and worldwide or regional economic fluctuations in accordance
with their negative impact on business operations, their frequency and their
severity. Our risk management policy is to efficiently prevent and control the
risks in order to ensure regular and permanent operation.
b. Risk Assessment Standards: We assess individual risks according to frequency
and severity, and then rank their risk degrees according to quantitative and non-
quantitative indexes. Finally, all individual risks are classified by their risk
scores which are based on risk frequency and severity.
Deviations from
Implementation Status “Corporate Governance
Items Best Practice Principles
Yes No Description for TWSE/TPEx Listed
Companies” and Reasons
V
c. Execution of Policy of risk management in 2019:
The standard of risk assessment for the annual risk assessment of Yang Ming
was approved by our CEO in accordance with our standard procedure of
risk management, and there are several items have been identified “HIGH
RISK” or “EXTREAM RISK” and the identified risks are well controlled by
effective means. The report of the annual risk assessment has been delivered
to all departments including the Audit Department for their reference of risk
management decision making.
(8) Execution of Customer Service Policy: Making our transport group par excellence
is our vision and mission. All of us at Yang Ming are committed to enhancing
customer services, expanding our service scope and broadening our service
No Difference
networks through partnership with members in THE Alliance (Hapag-Lloyd,
Ocean Network Express(ONE), Hyundai Merchant Marine (HMM) and Yang
Ming) and other shipping companies. We will continue to improve our services
and comply with the laws and regulations. We will actively visit our customers
at all times to find out their needs in order to provide them with comprehensive
services characterized by “punctual, speedy, reliable, and economical”.
Moreover, through the ISO9001 international quality certification, assesses
customer satisfaction through regular questionnaire administration, and improve
inadequacies in order to provide customers with more satisfactory services.
(9) Liability Insurance for Directors and Supervisors: The company has
purchased the“Directors & Officers Liability Insurance” for all directors and
reports the major contentsof the liability insurance to the Board annually.
9. According to the latest results of the Corporate Governance Evaluation System from the Corporate Governance Center of TWSE, amendments are discussed or priority
measures to improve items (unnecessary for excluded companies) are proposed.
(1) In 2017, the company established its Corporate Social Responsibility and Best Practice Principles. The Corporate Social Responsibility Report has been verified by
a third-party since 2017.
(2) In 2018, the company established a complaint and reporting system, and a diversified Board policy stipulating the Best-Practice Principles for Corporate
Governance. It also assigned one corporate governance director, formulated the procedures for Performance Evaluation of the Board, and adopted a Human Rights
Policy. Aside from a statutory functional committee (the Compensation Committee and Audit Committee), a Project Committee was formed and approved during
the Board meeting on 2018.11.12, which is aimed at facilitating communication with regard to company operations and enhancing the Board’s supervisory and
management functions. There’s no issue of Code Ethical Management to report Board of Directors and due to law compliance , we will update the Code and report
to Board of Directors accordingly.
2019
ANNUAL REPORT
III. Corporate Governance Report
49
10. Advanced education for Directors and Supervisors: The Company regulates advanced education in terms of hours,
scope, system, and arrangement. It discloses information according to the Directions for the Implementation of
Advanced Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies.
The information of Advanced education for Directors
2019
50 ANNUAL REPORT
III. Corporate Governance Report
Wen-Bor The Code of Conduct for Yang Ming Group Members, Code of Ethical
President 2019.09.10 0.5
Lin Management and Guidelines on Unethical Conduct Prevention
Senior Executive Kun-Rong The Code of Conduct for Yang Ming Group Members, Code of Ethical
2019.09.10 0.5
Vice President Pai Management and Guidelines on Unethical Conduct Prevention
The Code of Conduct for Yang Ming Group Members, Code of Ethical
Executive Vice Der-Shi 2019.09.10 0.5
Management and Guidelines on Unethical Conduct Prevention
President Tsao
2019.11.19 Prevent Insider Trading 0.5
The Code of Conduct for Yang Ming Group Members, Code of Ethical
Senior Vice Yeoung- 2019.09.10 0.5
Management and Guidelines on Unethical Conduct Prevention
President Shuenn Ho
2019.11.19 Prevent Insider Trading 0.5
2019
ANNUAL REPORT 51
Title Name Training Date Course Title Training Hours
The Code of Conduct for Yang Ming Group Members, Code of Ethical
Senior Vice Shu-Chin 2019.09.10 0.5
Management and Guidelines on Unethical Conduct Prevention
President Du
2019.11.19 Prevent Insider Trading 0.5
The Code of Conduct for Yang Ming Group Members, Code of Ethical
Senior Vice Chao-Feng 2019.09.10 0.5
Management and Guidelines on Unethical Conduct Prevention
President Chang
2019.11.19 Prevent Insider Trading 0.5
Senior Vice
Hsiu-Chi Ho 2019.05.12 Corporate Compliance and Information Security 1
President
The Code of Conduct for Yang Ming Group Members, Code of Ethical
2019.09.10 0.5
Management and Guidelines on Unethical Conduct Prevention
Senior Vice
Jia-Lin Wu
President
2019.11.19 Prevent Insider Trading 0.5
The Code of Conduct for Yang Ming Group Members, Code of Ethical
2019.09.10 0.5
Management and Guidelines on Unethical Conduct Prevention
Senior Vice
Jie-Li Zhu 2019.11.19 Prevent Insider Trading 0.5
President
2019.12.05 Human Rights Policy 0.5
Senior Vice Shi-Nan The Code of Conduct for Yang Ming Group Members, Code of Ethical
2019.09.10 0.5
President Huang Management and Guidelines on Unethical Conduct Prevention
Senior Vice Wen-Tsao
2019.03.11 Emergency Response Maneuver 2
President Huang
2019.05.29 Corporate Compliance and Information Security 1
The Code of Conduct for Yang Ming Group Members, Code of Ethical
Senior Vice 2019.09.10 0.5
Yi-Da Wu Management and Guidelines on Unethical Conduct Prevention
President
2019.11.19 Prevent Insider Trading 0.5
Chien- The Code of Conduct for Yang Ming Group Members, Code of Ethical
Senior Vice 2019.09.10 0.5
Chang Management and Guidelines on Unethical Conduct Prevention
President
Tzeng 2019.11.19 Prevent Insider Trading 0.5
2019
52 ANNUAL REPORT
III. Corporate Governance Report
The Code of Conduct for Yang Ming Group Members, Code of Ethical
Zeng-Yu 2019.09.10 0.5
Vice President Management and Guidelines on Unethical Conduct Prevention
Qiu
2019.11.19 Prevent Insider Trading 0.5
The Code of Conduct for Yang Ming Group Members, Code of Ethical
Shun-Jin 2019.09.10 0.5
Vice President Management and Guidelines on Unethical Conduct Prevention
Yang
2019.11.19 Prevent Insider Trading 0.5
The Code of Conduct for Yang Ming Group Members, Code of Ethical
Li-Ping 2019.09.10 0.5
Vice President Management and Guidelines on Unethical Conduct Prevention
Xiong
2019.11.19 Prevent Insider Trading 0.5
The Code of Conduct for Yang Ming Group Members, Code of Ethical
2019.09.10 0.5
Management and Guidelines on Unethical Conduct Prevention
Vice President Tai-Qi Tsai
2019.11.19 Prevent Insider Trading 0.5
The Code of Conduct for Yang Ming Group Members, Code of Ethical
Wen-Zhong 2019.09.10 0.5
Vice President Management and Guidelines on Unethical Conduct Prevention
Ye
2019.11.19 Prevent Insider Trading 0.5
Zu-Wang The Code of Conduct for Yang Ming Group Members, Code of Ethical
Vice President 2019.09.10 0.5
Luan Management and Guidelines on Unethical Conduct Prevention
2019.01.18 The latest Income Tax Act and relative coporate strategies 3
2019
ANNUAL REPORT 53
Title Name Training Date Course Title Training Hours
The Code of Conduct for Yang Ming Group Members, Code of Ethical
2019.09.10 0.5
Management and Guidelines on Unethical Conduct Prevention
Men-Huo
Vice President
Tsai 2019.11.19 Prevent Insider Trading 0.5
The Code of Conduct for Yang Ming Group Members, Code of Ethical
2019.09.10 0.5
Vice President Chun-Jie Lu Management and Guidelines on Unethical Conduct Prevention
The Code of Conduct for Yang Ming Group Members, Code of Ethical
Guo-Liang 2019.09.10 0.5
Vice President Management and Guidelines on Unethical Conduct Prevention
Huang
2019.11.19 Prevent Insider Trading 0.5
The Code of Conduct for Yang Ming Group Members, Code of Ethical
2019.09.10 0.5
Vice President Bao-Lin Li Management and Guidelines on Unethical Conduct Prevention
The Code of Conduct for Yang Ming Group Members, Code of Ethical
Yung-Kai 2019.09.10 0.5
Vice President Management and Guidelines on Unethical Conduct Prevention
Wang
2019.11.19 Prevent Insider Trading 0.5
The Code of Conduct for Yang Ming Group Members, Code of Ethical
2019.09.10 0.5
Management and Guidelines on Unethical Conduct Prevention
Long-Xing
Vice President
Zhu 2019.11.19 Prevent Insider Trading 0.5
Leng-Hui
Vice President 2019.12.05 Human Rights Policy 0.5
Wang
Financial Crisis Warning and Type Analysis of the Corporation-Directors and
2019.02.21 Supervisors (including Independent Director) and Chief Corporate Governance 3
Officer Practice Seminar
Director’s Liability and Risk Management under the Latest Blueprint of
2019.03.08 3
Corporate Governance
2019.08.02 The Role and Responsibility of Corporate Governance Officer 3
Corporate
Fubon Property & Casualty Directors 'Supervisors' Liability and Corporate
Governance Ting-Yu Lu 2019.10.16 3
Governance Practice Seminar in 2019
Supervisor
2019.11.19 Prevent Insider Trading 0.5
2019
54 ANNUAL REPORT
3.4.7 Corporate social responsibility performance status and deviations from “Corporate Social Responsibility Best Practice Principles for TWSE/GTSM
Listed Companies” and reasons:
Deviations from
Implementation Status “Corporate Social
Responsibility Best
Items Practice Principles
for TWSE/GTSM
Yes No Description of operation Listed Companies”
and reasons
1. Does the company assess risks of environment, V (1) The company has annually assessed risks of environment, sociality and company
sociality and company governance related to the governance related to the company’s operation according to the principle of
company’s operation according to the principle significant and make related risk management strategy to control risks. No Difference
of significant and make related risk management (2) Further details, please refer to page 24 of “3.5 Risk Management” from YM’s
policy or strategy? Corporate Social Responsibility Report 2019.
2. Does the company designate first-line managers V The company’s Public Affairs Dept. coordinates with related departments to promote
authorized by the Board and exclusively in charge corporate social responsibility initiatives as well as edits and posts Corporate Social
No Difference
of proposing corporate social responsibility Responsibility Report on the website after getting approval from the CEO.
policies and reporting these to the Board?
3. Environmental issue V
(1) D o e s t h e c o m p a n y e s t a b l i s h a p r o p e r (1) In June 2004, the company obtained the ISO 14001 Environment Management
environment management system based on System (Version 1996). It is the first carrier among domestic companies to
industry characteristics? obtain certification. In June 2018, it also obtained the ISO 14001 Environment
Management System (Version 2015), and maintained continuous validity.
(2) Does the company try to utilize resources more (2) The company’s newly-constructed ships, container equipment, and container
efficiently and use renewable materials that wharfs comply with international standards. The company utilizes advanced and
have low impact on the environment? modern environmental techniques, strengthens water and air pollution prevention
measures, and improves energy conservation initiatives. Since it provides
maritime transport services, there are no considerations for the use of renewable
materials.
(3) Does the company assess the risks and chances (3) The company has included issues of risks of climate change into the risk
of climate change and take actions on this assessment procedure according to the principle of significant and adopt necessary
No Difference
issue? risk management strategies to control risks.
Further details, please refer to page 24 of “3.5 Risk Management” and page 26 of
4. Environment Management” from YM’s Corporate Social Responsibility Report
(4) Does the company monitor the emissions of 2019.
greenhouse gas, water consumption and total (4) The company has disclosed the annual Environmental Performance Report since
weight of waste in the past two years, as well 2007, discussing the overall environment protection project and its effects. Since
as establish company strategies for energy 2015, the report has been added to the Corporate Social Responsibility Reports,
conservation and carbon reduction, greenhouse indicating emissions of CO2, NOX, SOX discharged, waste management,
gas reduction, water use reduction or other conserve water from fleets and office decreased year by year. Since 2017, the
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ANNUAL REPORT
waste management? report has been verified by a third-party. The relevant certifications are disclosed
III. Corporate Governance Report
55
Further details, please refer to page 26 of “4. Environment Management” from
YM’s Corporate Social Responsibility Report 2019.
Deviations from
Implementation Status “Corporate Social
56
Responsibility Best
Items Practice Principles
for TWSE/GTSM
2019
Yes No Description of operation Listed Companies”
and reasons
ANNUAL REPORT
4. Public issue V
(1) Does the company formulate appropriate (1) The company observes rules specified in the Labor Standards Act. It adheres to
management policies and procedures according international labor standards on working conditions and is committed to establish
to relevant regulations and the International a fair and non-discriminatory employment policy. Activities related to employee
Bill of Human Rights? rights are handled according to publicly released regulations and procedures.
The company has also ratified a Human Rights Policy on 2018.11.12 during the
19th Board meeting (the 3rd session) and has disclosed this information on its
Chinese and English websites: https://www.yangming.com/investor_relations/
TwCorporate_Governance/Constitution.aspx.
(2) D o e s c o m p a n y e s t a b l i s h a n d e x e c u t e (2) The overall salary of the company is based on the spirit of equal pay for equal
measures of the employee welfares, including work. Annual paid leave in line with the provisions of Labor Standards Law is
compensation, holidays and other benefits? given as well as 5 days with paid leave for sick and personal affairs. And company
Does individual performance appropriately compensates employees for 30% employee Stock Ownership Trust. Moreover,
reflect employee compensation? the welfare benefits will be provided at a rate of 0.6 thousandth of the operating
income, and deductions will be made on a monthly basis for 5 thousandth of
the employee’s payroll, which will be handed over to the Employee Welfare
No Difference
Committee for various welfare services. In addition, in order to encourage
employees to achieve their potential, improve the company’s overall operating
performance, and create profits, bonuses are issued according to the results of
individual performance assessments.
(3) Does the company provide a healthy and safe (3) The company regularly inspects the lighting, air condition system, machinery
working environment and organize trainings on and equipment to make the workplace safe, clean and comfortable. It has also
health and safety for its employees on a regular established and implemented a Health Management Promotion Program. It
basis? provides regular health examination for all employees, and has set up an infirmary
with qualified physician and nurse, for medical consultation and healthcare
service. All worksites have AED (Automated External Defibrillator) for first aid.
Staff members, including occupational safety and hygiene personnel, and on-
site personnel are required to take safety and health trainings on a regular basis.
The company also helps its contractors to take safety and health trainings. It also
strives to meet MLC (MARITIME LABOR CONVENTION) standards to ensure
the safety and health of maritime crew and to protect the environment. At present,
all of its container ships have obtained MLC certification.
Deviations from
Implementation Status “Corporate Social
Responsibility Best
Items Practice Principles
for TWSE/GTSM
Yes No Description of operation Listed Companies”
and reasons
(4) Does the company provide its employees with V (4) The company gives importance to staff training at all levels, providing career
career development and training sessions? growth and development.
(5) Does the company with regard to customer (5) The services provided by the company adhere to relevant regulations and
health and safety of products and services, international standards, or are adjusted accordingly to comply with regulations.
customer privacy, advertise and labels By providing qualified service, the company has obtained ISO 9001 the Quality
according to relevant regulations and Mangement System certification since 1996. It has also established procedures
international standards and establish any for lines planning, procurement, service, customer privacy and handling customer
customer protection mechanisms and appealing complaints. It continously enhances its operations and earns certification and No Difference
procedure? validation through external audit.
(6) Does the company have a supplier management (6) The company always seeks to incorporate relevant terms into the contract to
policy that requires suppliers to comply with ensure that its major suppliers comply with all domestic and/or international laws
relevant laws and regulations on environmental and regulations on environmental protection and occupational health and safety. It
protection, occupational health and safety or also allows the company to terminate or rescind such contract at any time, when
labor rights, and implement these based on the suppliers are found to have violated certain requirements.
procedure.
5. Whether Company comply with any international V We follow (The Global Reporting Initiative, GRI)—GRI standard to finish our
standard or guidelines to compose the non-financial Corporate Social Responsibility Reports. As for the non-financial data, it has been
data in the Corporate Social Responsibility verified by the 3 rd-party notarization institution, DNV GL in accordance with No Difference
Reports? And whether said report is assured by the GRI Standards Core Option and to the moderate level of assurance standards of
3rd party ? VeriSustain TM. The truthfulness of this report is assured.
6. If the company has established corporate social responsibility principles based on the ”Corporate Governance Best Practice Principles for TWSE/TPEx Listed
Companies”, please describe any discrepancy between the principles and their implementation: Yang Ming has established its Corporate Social Responsibility Best
Practice Principles and relevant working procedures have been carried out based on these principles with no difference.
7. Other important information to facilitate better understanding of the company’s corporate social responsibility practices:
(1) Activities for public welfare and community participation: We supported public transportation projects, capitalizing on our professional capacity to handle
international transportation, such as sponsored Asian-Canadian Special Events Association by shipping exhibits to Canada for TAIWANfest, and sponsored the
Taiwan Lantern Festival by shipping Mino Washi Japanese paper lanterns to Taiwan for exhibition. In addition to our long-term commitment to compliance
with regulations as well as promoting energy saving and emission reduction, we also take the responsibility for giving back to the society and put it into
actions by sponsoring “2019 Conference on Air Polluttion – PM 2.5 monitor and mobile source pollution control” and the tree planting activity “Stop Global
Warming, Protest Our Earth”. We believe that through showing continuous support for the events which can make positive impact to our environment,
we can achieve the ultimate goal of environmental sustainability. In addition, to promote with ocean culture and conservation education, we have set up
the “ the Yang Ming Cultural Foundation”(YMCF) and two permanent exhibition facilities: the YM Oceanic Culture & Art Museum (OCAM) in Keelung
2019
ANNUAL REPORT
and the YM Kaohsiung Museum of Marine Exploration. Both are intended to enhance greater awareness and consciousness of oceanic culture and marine
ecosystems, which had 15,263 and 22,522 visitors in 2019 respectively. It is our goal to promote ocean culture education positively through diversity activities.
III. Corporate Governance Report
57
Deviations from
Implementation Status “Corporate Social
58
Responsibility Best
Items Practice Principles
for TWSE/GTSM
2019
Yes No Description of operation Listed Companies”
and reasons
ANNUAL REPORT
(2) To maintain a secure supply chain and provide safe delivery for customers, we adopt the ISPS and C-TPAT to ensure special security measures for anti-terrorism.
All our ships have obtained ISPS and ISSC certificates, along with membership to C-TPAT in March, 2013. We also obtained ISO27001:2013 Information Security
Management System certification, integrated IT into the risk management system to maintain the group’s governance competitiveness and global information service
operations. We was the first carrier in Taiwan to obtain an AEO certificate on 2012.06. was the first carrier in Taiwan to obtain an AEO certificate on 2012.06.
3.4.8 Ethical Corporate Management and deviations from “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies”
and reasons
Deviations from
Implementation Status “Ethical Corporate
Management Best
Items Practice Principles
for TWSE/GTSM
Yes No Description Listed Companies”
and reasons
1. Establishment of ethical corporate management
policies and programs V (1) Yang Ming Marine Transport Corporation has approvedthe revision of its Code of
(1) Does the company approve ethical corporate Ethical Management during the 18th Board meeting (12th session) on 2017. 09.22
management policies by the Board of Directors? and disclosed its integrity policy in the company codes, annual reports, company
And is its ethical corporate management policies website and other publications. That is, when engaging in commercial activities,
and procedures declared in its guidelines and directors, supervisors, managers, employees and mandataries of persons having
external documents, as well as the commitment substantial control shall not directly or indirectly offer, promise to offer, request
of its Board to implement the policies? or accept any improper benefits, nor commit unethical acts including breach of
ethics, illegal acts, or breach of fiduciary duty (“unethical conduct”) for purposes No Difference
of acquiring or maintaining benefits. It has also integrated ethical conditions into
supplier’s contracts or ethical affidavits to be signed.
(2) Does the company establish the risk assessment (2) For potentially unethical operational activities, precautionary measures like
mechanism against potentially unethical conduct periodical staff rotationand enhanced supervision measures. The risk control
by regular analysis and assessment on listed assessment is maintained by Risk Management & Insurance Claim Dept. Plus,
activities stated in Article 2, Paragraph 7 of the relative risk control proposals and measures against unethical conduct are
Ethical Corporate Management Best Practice raised for further discussions. Therefore the Guidelines on Unethical Conduct
Principles for TWSE/GTSM Listed Companies? Prevention is approved and disclosed in the company codes and website.
Deviations from
Implementation Status “Ethical Corporate
Management Best
Items Practice Principles
for TWSE/GTSM
Yes No Description Listed Companies”
and reasons
(3) Does the company establish policies to prevent V (3) Ethical corporate management policies are implemented in accordance with
unethical conduct by issuing clear statements relevant laws and industry practice. During the 18 th Board meeting (12 th
regarding relevant procedures, business conduct session) on 2017.09.22, Yang Ming Marine Transport Corporation approved the
guidelines, punishment for violations, appeal Guidelines on Unethical Conduct Prevention and disclose these in the company
No Difference
rules, and commitment to implement policies codes and website. Moreover, Code of Conduct, Work Rules, and The Personnel
above as well as review on pre-disclosure plans? Reward and Punishment Procedures all strictly abide by rules of confidentiality
and preventions of conflicts of interest. Any unethical conducts happen,
punishment will be executed on the basis of behavior’s degree of seriousness.
2. Fulfillment of operation integrity policy
(1) Does the company evaluate business partners’ V (1) The company has requested every department to specify ethics clauses in
ethical records and include ethics clauses in business contracts, or sign affidavits. Any violation found shall be recorded and
business contracts? the business partnership shall be terminated in case of serious violation.
(2) Does the company establish dedicated unit that (2) The company’s Human Resources Dept. is responsible for establishing
is periodically in charge of corporate integrity and promoting operation integrity policies and prevention guidelines. Risk
report to the Board about its supervision and Management & Insurance Claim Dept. shall establish a risk assessment
implementation? mechanism against unethical conduct, analyze and assess on a regular basis
business activities within the business scope which are at a higher risk of being
involved in unethical conduct, and build prevention programs accordingly and
review their adequacy and effectiveness every year. The Audit Dept. supervises
the behavioural status of departments and reports this to the Board regularly.
(3) Does the company establish policies to prevent (3) The company upholds its Code of Ethical Management, Article 16: Preventing
conflicts of interest, while providing and conflicts of interests among directors and managers. An independent mailbox
implementing appropriate communication (conduct@yangming.com) for whistleblowing system is provided for preventing
No Difference
channels? the conflicts of interest.
(4) Has the company established effective systems (4) The company complies with ethical corporate management policies by facilitating
for both accounting and internal control? And internal audit, accounting and interal control on a regular basis. Yang Ming
has the internal audit unit drawn up the relevant shall establish an effective accounting system and an internal control system for
audit plans in accordance with the results of risk business activities which may be at a higher risk of being involved in an unethical
assessment, thus auditing the operating status conduct. Meanwhile, it shall conduct reviews regularly to ensure that the design and
to prevent unethical conducts? Or has company enforcement of the systems continue to show good results. The company audits the
entrusted CPAs for its auditing? integrity operating status of management departments, prepares the audit report, and
submits the report to independent directors for reference, as well as integrates this into
the quarterly internal audit report, which is then sent to the Board.
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ANNUAL REPORT
(5) Does the company hold internal and external (5) From 2019.09.10 to 2019.10.15, the company conducted a 0.5-hour online
III. Corporate Governance Report
educational trainings on operational integrity outreach focused on the Code of Ethical Management, Code of Conduct, and
59
regularly? Guidelines on Unethical Conduct Prevention, with 1,180 coastal employees
passing the test and a completion rate of 86%.
Deviations from
Implementation Status “Ethical Corporate
60
Management Best
Items Practice Principles
for TWSE/GTSM
2019
Yes No Description Listed Companies”
and reasons
ANNUAL REPORT
3. A whistleblowing system operations V The company has specified the procedures of whistleblowing cases for Yang Ming
Group Members:
(1) Does the company establish a reward/punishment (1) Set up an individual mail for whistleblowing case:(conduct@yangming.com),
system andchannels for whistleblowers? Can the which only the Chief Auditor can receive and process. Chief Auditor assigns
defendant be reached by an appropriate person for appropriate auditors to investigate whistleblowing cases and to submit an
follow-up? investigation report.
(2) Does the company establish standard operating (2) Specify the SOP for whistleblowing cases, including handling period, methods,
No Difference
procedures of whistleblowing cases subject cases tracking, reward/punushement system, confidential mechanism, etc.
to investigation and related confidentiality
mechanism?
(3) Does the company provide proper protection for (3) The investigation report and other relevant documents shall be strictly kept
whistleblowers? confidential by all responsible members who handle whistleblowing case. Yang
Ming shall protect the whistleblowers, the alleged respondents and the related
employees involved in the investigation against unfair retaliation or treatment.
4. Strengthening information disclosure Does (1) The Code of Ethical Management Chinese version is declared if any updates, and
the company disclose its ethical corporate V the code is disclosed on the official website:
management policies and regulations as well as http://www.yangming.com/investor_relations/TwCorporate_Governance/
their implementation on its website and the Market Constitution.aspx
No Difference
Observation Post System(MOPS)? (2) The Code of Ethical Management English version is disclosed on the official
website:
http://www.yangming.com/investor_relations/Corporate_Governance/
CorporateSocialResponsibility.aspx
5. If the company has established its corporate social responsibility principles based on the” Ethical Corporate Management Best Practice Principles for TWSE/GTSM
Listed Companies”, please describe any discrepancy between the principles and their implementation:
There is no difference between the internal conduct and regulations stipulated in the Code of Ethical Management of Yang Ming Marine Transport Corporation.
6. Other important information to facilitate better understanding of the company’s ethical corporate management policies (such as review and revision of regulations):
The company strictly requires all departments to add conditions in accordance with the law or conditions pertaining to operation integrity in business contracts (including
new or extended contracts). Original contracts containing conditions in accordance with the law should be updated to include conditions relating to operation integrity.
Other business contracts that have been signed or renewed, yet the supplier failed or refused to add the said legal conditions or conditions pertaining to operation
integrity, concerned units should coordinate with the supplier to have the Yang Ming-Supplier Affidavit of Ethical Principles signed.
III. Corporate Governance Report
3.4.9 If the company has adopted corporate best-practice principles or relevant laws, disclose how these
regulations can be searched?
Yang Ming Marine Transport Corporation has established its “Corporate Governance Best Practice
Principles”, “Corporate Social Responsibility Best Practice Principles”, “Rules and Procedures for Board
of Directors’ Meetings”, “Rules and Procedures for Shareholders’ Meetings”, “Rules Governing the Scope
of Powers of Independent Directors”, “Audit Committee Charter”, “Remuneration Committee Charter”,
“Special Projects Committee Charter”, “Regulations governing the Board performance evaluation”, “The
Codes of Conduct for Directors and Officers”, “Procedures for Election of Directors” etc. in accordance
with the regulations specified in the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed
Companies”, and these were disclosed on the MOPS. Its “ The Code of Conduct for Yang Ming Group
Members”, “Code of Ethical Management of Yang Ming Marine Transport Corporation”, “Guidelines
on Unethical Conduct Prevention”, and “The Procedures of whistleblowing cases for Yang Ming Group
Members” were also disclosed on the company’s website for the reference of Investor. In addition, the
“Procedures for Handling Material Inside Information” which provides a system for handling material inside
information and making disclosures were formulated to enforce corporate governance. Investors can find
regulations related to corporate governance on the company’s website: http://www.yangming.com.
3.4.10 Other significant information to facilitate better understanding of the status of the company’s
implementation of corporate governance may also be disclosed:
1. Important financial information is announced on the company’s website under the “Investor” section;
relevant business information is likewise found on the website.
2. The company has set up an Internal Control System and Internal Audit System. It has also designated an
annual audit plan based on risk items, and this is carried out according to regulations approved by the
Board. The annual audit plan is submitted to the FSC in accordance with the law. In addition, the company
issues summary reports on its internal control system self-assessment based on the self-assessment
procedures of the Internal Control System, and provides an Internal Control System Statement to the Board
for approval before submitting it to the FSC.
3. The company has established and revised important financial regulations; namely, “Regulations Governing
the Acquisition and Disposal of Assets”, “Regulations Governing Lending of Funds and Making
Endorsements/Guarantees”, and “ Regulations Governing Lending of Funds”, which are submitted to the
Board for approval.
4. The company has established the “Procedures for Handling Material Inside Information” for the information
of all directors, managerial officers, and employees. To prevent insider trading activities, the company holds
relevant trainings annually.
2019
ANNUAL REPORT 61
3.4.11 Internal Control System Execution Status
2. If CPAs were appointed to conduct a Special Audit of the Internal Control System and provide an Audit
Report:None.
2019
62 ANNUAL REPORT
III. Corporate Governance Report
3.4.12 For the most recent fiscal year or during the current fiscal year up to the date of publication of the
annual report, any sanction imposed upon the company or its internal personnel for violation of
internal control system provisions and principle deficiencies, as well as efforts to make improvements
are disclosed in accordance with the law: None
3.4.13 Material resolutions of a shareholders’ meeting or board of directors’ meeting during the most recent
fiscal year or during the current fiscal year up to the date of publication of the annual report
1. Shareholders’ meeting
The shareholders’ meeting held on June 25th, 2019, the resolutions of in-person shareholders and the
implementation status is as below:
Resolutions Implementation Status
Adoption of the 2018 business report and financial statement Adopted.
Adopted, has implemented according to the resolution of
Adoption of the 2018 deficit compensation
shareholders’ meeting
Amendment to the Handling Procedures for Acquisition or
Adopted.
Disposal of Assets
Amendment to the Principles for Loaning of Funds to Others Adopted.
Amendment to the Procedures Governing Endorsements and
Adopted.
Guarantees
Apart from the disclosed relevant bills as above, the other important bills after the Board’s resolution
Date Session Important Bills Resolution
Reviewed and approved by the directors
1. 2019 Operation Plan
whereupon directors raised no objection.
Reviewed and approved by the directors
2. 2019 Budgetary Bills
whereupon directors raised no objection.
3. The proposal of disposing and selling the over- Reviewed and approved by the directors
age dry container whereupon directors raised no objection.
4. The proposal of purchase offices of the Reviewed and approved by the directors
Company’s subsidiaries whereupon directors raised no objection.
5. Handling the mortgage loan of the new Reviewed and approved by the directors
constructed container ships whereupon directors raised no objection.
6. Arrange the exchange related limit of credits
The 335th and financial derivatives with financial Reviewed and approved by the directors
session institutions (including renewed and new whereupon directors raised no objection.
January 25th, th
(The 4 contracts)
2019
session of
7. The Company’s donation to the Yang Ming Reviewed and approved by the directors
the 19th )
Cultural Foundation whereupon directors raised no objection.
8. The draft of the articles amendment of the
Reviewed and approved by the directors
Performance Evaluation of the Board of
whereupon directors raised no objection.
Directors
9. Articles amendment of the Corporate Reviewed and approved by the directors
Governance Best Practice Principles whereupon directors raised no objection.
10. Assignment the Chief Corporate Governance Reviewed and approved by the directors
Officer of the Ccompany whereupon directors raised no objection.
11. Assign the members of the1 st term of the Reviewed and approved by the directors
Special Project Committee whereupon directors raised no objection.
Reviewed and approved by the directors
12. The adjustment of managerial officers
whereupon directors raised no objection.
2019
ANNUAL REPORT 63
Date Session Important Bills Resolution
Reviewed and approved by the directors
1. 2018 Business Report
Whereupon directors raised no objection.
Reviewed and approved by the directors
2. 2018 Deficit Compensation
whereupon directors raised no objection.
3. 2018 Compensation Allocation of Employees Reviewed and approved by the directors
and Directors whereupon directors raised no objection.
Reviewed and approved by the directors
4. Related issues of 2019 shareholders’ meetings
whereupon directors raised no objection.
5. The procedure of shareholder’s proposal in Reviewed and approved by the directors
2019 shareholders’ meeting whereupon directors raised no objection.
Reviewed and approved by the directors
The 336 th
6. Plan for the future operation
whereupon directors raised no objection.
session
March 25th, th Reviewed and approved by the directors
(The 5 7. Invenstment of container depot
2019 whereupon directors raised no objection.
session of
the 19th ) 8. Renew the lease of the expired reefer containers Reviewed and approved by the directors
whereupon directors raised no objection.
9. Arrange the exchange related limit of credits
and financial derivatives with financial Reviewed and approved by the directors
institutions (including renewed and new whereupon directors raised no objection.
contracts)
10. Amendment to the articles of the Accounting Reviewed and approved by the directors
System whereupon directors raised no objection.
11. Amendment to the articles of Regulations for Reviewed and approved by the directors
the retired compensation of coastal staffs whereupon directors raised no objection.
12. Establishment the standard procedding Reviewed and approved by the directors
procedures for directors’ requests whereupon directors raised no objection.
1. Issuing the 18 th domestic secured ordinary Reviewed and approved by the directors
The 337th corporate bond whereupon directors raised no objection.
session Reviewed and approved by the directors
May 14th, 2. Applying for a ship mortgage loan to a bank
(The 6th whereupon directors raised no objection.
2019
session of 3. Arrange the limit of credits with financial
the 19th ) Reviewed and approved by the directors
institutions (including renewed and new
whereupon directors raised no objection.
contracts)
1. Termination of issuance of overseas depositary Reviewed and approved by the directors
receipts on the London Stock Exchange whereupon directors raised no objection.
2. Arrange the limit of credits with financial
Reviewed and approved by the directors
institutions (including renewed and new
whereupon directors raised no objection.
contracts)
3. Amendment to the power and responsibility
Reviewed and approved by the directors
th division table of the board of directors and
The 338 whereupon directors raised no objection.
managerial department of the Company
session
August 13th,
(The 7th 4. A m e n d m e n t t o t h e A u d i t C o m m i t t e e Reviewed and approved by the directors
2019 organizational rules of the Company whereupon directors raised no objection.
session of
the 19th ) After considering the opinions of the
directors, except for the setting of the
legal and statutory compliance room, the
5. Amendment to the organizational system table manager’s department was requested to
and rules of the Company report again after the discussion, and the
rest of the amendments were approved
by the chairman after consulting all the
directors without objection.
The 339th 1. Arrange the limit of credits with financial Reviewed and approved by the directors
session institutions (including renewed) whereupon directors raised no objection.
September
(The 8th
24th, 2019
session of 2. Amendment to the organizational system table Reviewed and approved by the directors
the 19th ) and rules of the Company whereupon directors raised no objection.
2019
64 ANNUAL REPORT
III. Corporate Governance Report
3.4.14 Where, during the most recent fiscal year or during the current fiscal year up to the date of the
publication of annual report, a director or supervisor dissenting opinion with respect material
resolutions passed by the Board of directors, and said dissenting opinions has been: None.
2019
ANNUAL REPORT 65
3.4.15 A summary of resignation or dismissal of related individuals of the company: 2020.03.31
Date Date Reasons for Resignation
Title Name
Assumed Dismissal or Dismissal
President Wen-Bor LIn 105/10/06 109/02/16 Retirement
Chief Strategy Officer Kun-Rong Pai 108/01/01 109/01/21 Transferring
Chief Auditor Fu-Tien Lin 106/03/01 108/10/01 Retirement
Accounting Supervisor Shih-Chou Lee 97/09/10 108/08/14 Expatriate
Finance Supervisor Wen-Zao Huang 104/01/01 108/08/14 Expatriate
Finance Supervisor Shih-Chou Lee 108/08/14 109/01/21 Transferring
Note: The related individuals of the company are the Chairman, President, Accounting Officers, Financial Officers, Audit Officers,
Corporate Governance Supervisor, and R&D Officers etc.
Unit: NT$Thousand
Professional Fees
Audit Fees Non-Audit Fees Total
Grade
1 Under NT$2,000 ü
2 NT$2,000(include)~ NT$4,000
3 NT$4,000(include)~ NT$6,000
4 NT$6,000(include)~ NT 8,000
5 NT$8,000(include)~ NT 10,000 ü
6 Over NT$10,000(include) ü
1.The non-audit fees paid to certified CPA, certified office of CPA and affiliated company accounts for over ¼
to audit fee: None
A list of the company’s audit fees and non-audit fees: Unit: NT$Thousand
Audit Non-Audit Fees Period
Name of Fees
CPA Firm Covered by Remarks
Accountants System of Company Human CPA’s Audit
Design Registration Recourses Others Subtotal
P e t e r C h e n g , Yu - M e i
Hong is the audit CPAs
Thomas Chen 1,490 - - - 487 487 for financial statement;
Thomas Chen
i s t h e a u d i t C PA s f o r
profit-seeking enterprise
Deloitte
2019.01.01 income tax. The non-audit
Touche
~ fees is for consultation,
Tohmatsu
2019.12.31 in addition, majorly for
Limited Peter Yu-Mei
8,258 - - - 120 120 the country-by-country
Cheng Hung report(including English
version), the audit for
master file, training for
IFRS16, and the audit for
accounting system.
2. Change of CPA firm and less audit fee in that given year compared to the previous year: None
3. The audit fee is reduced by more than 10% compared to that of the previous year; the reduction in the
amount of audit fee, reduction percentage, and reasons shall be disclosed: None
2019
66 ANNUAL REPORT
III. Corporate Governance Report
3.6.3 Reply of the former CPA found on Article 10.6.1 and Article 10.6.2.3: None
3.7 The Director, President, and financial or accounting manager of the Company who had
worked for the independent auditor or the related party in the most recent years: None.
3.8.2 The assessment of CPAs’ independence and competence, which contains the possibility of direct or
material indirect interest between the CPA firm and the company, finance or guarantee activities
between the CPA firm and company directors or supervisors, as well as members of the audit team
serving as company directors, managers, or in a position that has significant effect on audit cases, etc.
2019
ANNUAL REPORT 67
3.9 Information on the change or transfer of equity interests and/or pledge of or change in
equity interests by the Directors, Supervisors, managers or shareholders with a share
of more than 10% during the most recent or the current fiscal year up to the date of
publication of the annual report
3.9.1 Changes of Directors, Supervisors, Managerial Officers, and Shareholders holding greater than ten
percent in the company
Unit: Share
Year 2019 Current year to 2020.03.31
Tittle Name Shareholding Pledge Shares Shareholding Pledge Shares
Increase/ Increase/ Increase/ Increase/
Decrease Decrease Decrease Decrease
Representative of the
Chairman(Major MOTC: Chih-Chien Hsieh,
0 0 0 0
Shareholder) Kun-Ching Liao, Ping-Jen
Tseng
Representative of the
Director(Major NDF: Chien-Yi Chang,
0 0 0 0
Shareholder) Cheng-mount Cheng,
Shao-Yuan Chang
Representative of the
Director TIPC: 191,938,579 0 0 0
left vacant for the time
Representative of the
Director TNC: 9,596,928 0 0 0
Wen-Ching Liu
Independent Director Ming-Sheu Tsai 0 0 0 0
Independent Director Tar-Shing Tang 0 0 0 0
Independent Director Tze-Chun Wang 0 0 0 0
Chairman&Managerial
Chih-Chien Hsieh 0 0 0 0
Officer
Der-Shi Tsao 0 0 0 0
Kun-Rong Pai 0 0 0 0
Shih-Fang Hsu 0 0 0 0
Mei-Chi Shih 0 0 0 0
Yeoung-Shuenn Ho 0 0 0 0
Shu-Chin Du 0 0 0 0
Zheng-Xiong Zheng 0 0 0 0
Chao-Feng Chang 0 0 0 0
Hsiu-Chi Ho 0 0 0 0
Jia-Lin Wu 0 0 0 0
Jie-Li Zhu 0 0 0 0
Shi-Nan Huang 0 0 0 0
Yi-Da Wu 0 0 0 0
Chien-Chang Tzeng 0 0 0 0
Dong-Hai Chen (18,000) 0 0 0
2019
68 ANNUAL REPORT
III. Corporate Governance Report
3.9.2 Information on equity transfer or equity pledge: The counterparties of equity transfer or equity pledge
are not related parties.
2019
ANNUAL REPORT 69
3.10 The relationship of the top ten shareholders
The most recent book closure date up to the publication of the annual report:April 27,2019
Relationship among the
Spouse Current top ten shareholders,
& Minor Shareholding anyone who is the related
Shareholding
Name Current in the name of party, spouse, or second- Remarks
Shareholding others degree kinship of another:
name and relationship
Shares % Shares % Shares % Name Relation
Director
The TNC,
or both are
The MOTC 467,682,372 20.13 0 0 0 0 The TIPC None
Government
The NDF
Institutions
Representative:
0 0 0 0 0 0 None None None
Chia-Lung Lin
Both are
The NDF 460,000,000 19.80 0 0 0 0 The MOTC Government None
Institutions
Representative:
0 0 0 0 0 0 None None None
Mei-ling Chen
The MOTC is
The TIPC 119,514,708 5.14 0 0 0 0 The MOTC None
the Director
Representative: Chung-
0 0 0 0 0 0 None None None
Rung Wu
Mercuries Life
81,014,432 3.49 0 0 0 0 None None None
Insurance
Representative: Shiang-
0 0 0 0 0 0 None None None
Jeh Chen
The MOTC is
The TNC 32,292,930 1.39 0 0 0 0 The MOTC None
the Director
Representative: Wen-
0 0 0 0 0 0 None None None
Ching Liu
Chinachem Company
29,657,347 1.28 0 0 0 0 None None None
in Taiwan
Representative: Hong-
0 0 0 0 0 0 None None None
Xing Tsai
Trustee trust property
account at Mega
International
21,223,423 0.91 0 0 0 0 None None None
Commercial Bank-
Shareholding trust of
YMTC Practioners
T3EX Global Holdings
17,105,577 0.74 0 0 0 0 None None None
Corp.
Representative: David
0 0 0 0 0 0 None None None
Yen
Morgan Bank Taipei
Branch hosts Vanguard 15,154,725 0.65 0 0 0 0 None None None
stock index account
2019
70 ANNUAL REPORT
III. Corporate Governance Report
3.11 The total number of shares and total equity stake held in any single enterprise by
the Company, the Company’s Directors, Supervisors, Managers, and any companies
controlled by the Company either directly or indirectly
2019.12.31 Unit: share; %
directors, supervisors,
The Company managerial officers, and any Recognize
Investment company controlled directly Investment
Re-Investment Corporate(Note) or indirectly
Related
Share % Party Share % Share %
Name
All Oceans Transportation Inc. 1,000 100.00 None 0 0 1,000 100.00
Jing Ming Transportation Co., Ltd 8,615,923 50.98 None 0 0 8,615,923 50.98
YES Logistics Corp. 60,000,000 50.00 Ching Ming 55,630,977 46.36 115,630,977 96.36
Yang Ming Line (Singapore) Pte Ltd 60,130,000 100.00 None 0 0 60,130,000 100.00
Yang Ming Line (B.V.I.) Holding Co., Ltd. 10,351 100.00 None 0 0 10,351 100.00
Yunn Wang Investment Co., Ltd. 5,211,474 49.75 None 0 0 5,211,474 49.75
Kao Ming Container Terminal Corp 323,000,000 47.50 None 0 0 323,000,000 47.50
Taiwan Fundation Internatioanl Pte. Ltd. 3,400,000 34.00 None 0 0 3,400,000 34.00
2019
ANNUAL REPORT 71
IV Capital and Shares Overview
4.1 Capital and Shares
4.1.1 Source of capital stock
1. Shares Issued
Authorized capital Actual capital received Notes
Par Deducting
Date value Amounts Amounts shares from
(NT$) Shares Shares Sources of capital Other
(NT$) (NT$) property other
than cash
Convertible bonds
94.01.21MOEA grant
Jan.2005 10 2,400,000,000 24,000,000,000 2,268,754,549 22,687,545,490 transformation -
No.09401008230
22,016,416 Shares
Convertible bonds
2005.5.30MOEA grant
May 2005 10 2,400,000,000 24,000,000,000 2,276,103,048 22,761,030,480 transformation -
No.09401094490
7,348,499 Shares
Convertible bonds
2005.8.10MOEA grant
Aug. 2005 10 2,400,000,000 24,000,000,000 2,289,127,926 22,891,279,260 transformation -
No.09401153980
13,024,878 shares
Convertible bonds
2005.11.14MOEA grant
Nov. 2005 10 2,400,000,000 24,000,000,000 2,289,816,718 22,898,167,180 transformation -
No.09401226910
688,792 Shares
Convertible bonds 2006.05.26MOEA grant
May 2006 10 2,400,000,000 24,000,000,000 2,289,834,417 22,898,344,170 transformation - No.
17,699 Shares 09501096220
2007Q1
2007.06.01MOEA grant
Convertible bonds
May 2007 10 2,400,000,000 24,000,000,000 2,294,211,277 22,942,112,770 - No.
transformation
09601121010
4,376,860 Shares
2007 Q2
2007.07.19MOEA grant
Convertible bonds
July 2007 10 2,400,000,000 24,000,000,000 2,299,005,213 22,990,052,130 - No.
transformation
09601165460
4,793,936 Shares
2006
Recapitalization 2007.10.23MOEA grant
Oct. 2007 10 2,400,000,000 24,000,000,000 2,317,397,254 23,173,972,540 new issuance of - No.
18,392,041 09601260280
shares
2007 Q3
2007.11.07MOEA grant
Convertible bonds
Nov. 2007 10 2,400,000,000 24,000,000,000 2,320,743,953 23,207,439,530 - No.
transformation
09601269630
3,346,699 Shares
2007 Q4
2008.01.29MOEA grant
Convertible bonds
Jan. 2008 10 2,400,000,000 24,000,000,000 2,328,698,193 23,286,981,930 - No.
transformation
09701022310
7,954,240 Shares
2008 Q1
Convertible bonds 2008.05.26MOEA grant
May 2008 10 2,400,000,000 24,000,000,000 2,328,962,146 23,289,621,460 -
transformation No.09701122050 號
263,953Shares
2008 Q2
2008.08.04MOEA grant
Convertible bonds
Aug. 2008 10 2,400,000,000 24,000,000,000 2,329,561,125 23,295,611,250 - No.
transformation
09701191790
598,979 Shares
2007
2008.09.23MOEA grant
Recapitalization
Sep. 2008 10 3,000,000,000 30,000,000,000 2,562,466,476 25,624,664,760 - No.
new issuance of
09701246760
232,905,351 shares
2010
2011.10.06MOEA grant
Recapitalization
Oct. 2011 10 3,000,000,000 30,000,000,000 2,818,713,123 28,187,131,230 - No.
new issuance of
10001227670
256,246,647 shares
2014 Q4 Convertible 2015.02.04MOEA grant
Feb. 2015 10 3,600,000,000 36,000,000,000 2,856,379,965 28,563,799,650 bonds transformation - No.
37,666,842 Shares 10401021610
2015 Q1 Convertible
2015.05.19MOEA grant
May 2015 10 3,600,000,000 36,000,000,000 2,997,918,707 29,979,187,070 bonds transformation -
No.10401094490
141,538,742 Shares
2019
72 ANNUAL REPORT
IV. Capital and Shares Overview
2. Type of Stock
Authorized capital
Shares category Remark
Shares Issued Un-issued shares Total Shares
Common stock 2,601,335,728 1,898,664,272 4,500,000,000 Listed company stock
Note: The number of listed issued shares as of 2020.03.31.
2019
ANNUAL REPORT 73
4.1.3 Diffusion of ownership
As of the date of publication, the last time to stop the transfer: April 27, 2019
Class of Shareholding (Unit: Share) Number of Shareholders Shareholding (Note) Percentage (%)
1 ~ 999 48,908 15,161,443 0.65
1,000 ~ 5,000 37,968 89,946,512 3.87
5,001 ~ 10,000 10,800 78,908,900 3.40
10,001 ~ 15,000 3,976 49,189,566 2.12
15,001 ~ 20,000 2,291 41,205,065 1.77
20,001 ~ 30,000 2,462 61,568,026 2.65
30,001 ~ 50,000 1,942 76,409,873 3.29
50,001 ~ 100,000 1,496 105,317,738 4.53
100,001 ~ 200,000 725 100,755,113 4.34
200,001 ~ 400,000 303 84,921,525 3.66
400,001 ~ 600,000 83 40,734,010 1.75
600,001 ~ 800,000 29 20,173,529 0.87
800,001 ~ 1,000,000 26 23,230,564 1.00
Over 1,000,001 85 1,535,502,927 66.10
Total 111,094 2,323,024,791 100.00
Note: Refer to common stock. Preferred Share: None
1. List all shareholders with a stake of 5 percent or greater, or the names of the top ten shareholders, specifying
the number of shares and stake held by each shareholder on the list
As of the date of publication, the last time to stop the transfer: April 27, 2019
Shares
Shareholding Percentage (%)
Name of Major Shareholders
Ministry of Transportation and Communication 467,682,372 20.13
National Development Fund, Executive Yuan 460,000,000 19.80
Taiwan International Ports Corporation, Ltd. 119,514,708 5.14
Mercuries Life Insurance Inc. 81,014,432 3.49
Chao Shun, Hung 69,758,000 3.00
Taiwan Navigation Co., Ltd. 32,292,930 1.39
Chinachem Group 29,657,347 1.28
Trustee trust property account at Mega International Commercial Bank-
21,223,423 0.91
Shareholding trust of YMTC Practioners
T3EX Global Holdings 17,105,577 0.74
Morgan Bank Taipei Branch hosts Vanguard stock index account 15,154,725 0.65
2019
74 ANNUAL REPORT
IV. Capital and Shares Overview
4.1.5 Provide share prices for the past 2 fiscal years, together with the company’s net worth per share,
earnings per share, dividends per share, and related information
Year Current year to
2018 2019
Item March 31, 2020
Highest price 12.55 9.29 7.36
Market Price
Lowerest price 7.20 6.90 4.72
Per Share
Average price 9.57 8.21 6.48
Net Worth Before distribution 8.54 6.33 N.A.
Per Share After distribution (Note 2) N.A. N.A. N.A.
Weighted average number of 2,601,336 2,601,336
N.A.
Earnings outstanding shares (Note 3) (1000 shares) (1000 shares)
per share Earnings per share
(2.53) (1.66) N.A.
(Note 3)
Cash Dividend (Note 2) 0 0 0
Stock Dividends
Appropriated from 0 0 0
Stock Retained Earnings
Dividend Dividends Stock Dividends
Appropriated from 0 0 0
capital surplus
Accumulated Undistributed
0 0 0
Dividends (Note2)
Return on P/E ratio (Note 2) N.A. N.A. N.A.
Investment Price-dividend ratio (Note 2) N.A. N.A. N.A.
(Note 1) Cash dividend yield (Note 2) N.A. N.A. N.A.
Note 1: P/E ratio = current year average closing price per share /earnings per share
Price-dividend ratio= current year average closing price per share / cash dividend per share
Note 2: In 2018 and 2019, the company’s account has accumulated losses, so no dividends are distributed.
Note 3: According to IAS33, if outstanding shares or potential common stock reduce because of reverse stock split, the
earnings (loss) per share in the financial report should be adjusted retrospectively.
2019
ANNUAL REPORT 75
4.1.6 Company Dividend Policy and Implementation Status
1. Dividend Policy
Under the dividend policy set forth in the amended Articles, the profit the Company makes in a fiscal year
will be used first to pay taxes, offset losses in previous years, allocate or set up a capital reserve for further
investment in transportation equipment and improvement of financial structure. Any remaining profit along
with undistributed retained earnings, with at least 25% to be distributed, will be used by the Company’s
board of directors as a basis for the proposal of a distribution plan, to be suggested during the shareholders’
meeting for distribution of dividends and bonus of shareholders.
YMTC should consider certain factors, including its profits, change in industry environment, its
potential growth, costs, expenditures and working (operating) capital for the proposal of a stock dividend
appropriation plan. YMTC shall declare at least 20% of the amount in the form of cash dividend as opposed
to stock.
4.1.7 The impact of the proposed free share allotment on the company’s operating performance and earnings
per share: None.
1. Compensation range for employees and directors specified in the company’s articles of association:
The Company accrued employee compensation and directors’ remuneration at 1%-5% and no higher than
2%, respectively, of the net profit before income tax, employee compensation, and remuneration of directors
and supervisors.
2. Consult the accountant if the estimated basis for the compensation of employees, directors and supervisors
is different from the actual distribution amount:
YMTC did not accrue employee compensation and directors’ remuneration due to losses for the year ended
December 31, 2019.
3. The board of directors distributes information; i.e., employee and director compensation:
YMTC did not accrue employee compensation and directors’ remuneration due to losses for the year ended
December 31, 2019.
4. The actual distribution of compensation for employees, directors and supervisors in the previous year
(including the number of shares, amount and share price), and the reward differences between the
recognition of employees, directors and supervisors should be presented, as well as the reasons and
circumstances: None.
4.1.9 The company bought back the shares of the company: None.
2019
76 ANNUAL REPORT
IV. Capital and Shares Overview
2019
ANNUAL REPORT 77
Eighteenth Debenture Bonds
Bond Category Fifth Convertible Bonds Guaranteed
Guaranteed
Date of Issuance May 29, 2018 Nov 28, 2019
Par Value NTD 100 thousand NTD 10 million
Place of Issuance and
R.O.C. R.O.C.
Exchange
Issuance Price 101% of par value 100% of par value
Total Amount NTD 7,600 million NTD 5,000 million
Interest Rate 0% 0.74%
Terms of 5 years, Date of maturity: Nov 28,
5 years, Date of maturity: May 29, 2023
Reimbursement 2024
A: Bank of Taiwan
Bank of Taiwan, Mega International Commercial Bank,
B: Taiwan Cooperative Bank
Taiwan Cooperative Bank, Agricultural Bank of Taiwan,
Guarantor C: Hua Nan Bank
Changhua Commercial Bank, Hua Nan Bank , Taipei
D: Changhua Commercial Bank
Fubon Commercial Bank
E: Land Bank of Taiwan
Mega International
Trustee Land Bank of Taiwan
Commercial Bank
Underwriter Fubon Securities Co., Ltd. Capital Securities Corporation.
Audit Lawyer Attorney at Law Charles Y. W. Chiu Attorney at Law Jason S. G. Lin
Audit Accountant Deloitte & Touche Deloitte & Touche
Except for the holder of this conversion corporate bond,
in accordance with Article 10 of the present Measures, it
shall be converted into ordinary shares of the Company
or exercise the right of resale under Article 19 of these
Way of Maturity:5years-For 4.5years, 50%.
Measures.
Reimbursement 50% due respectively
Or the company who recovers in advance according to
Article 18 of these Measures and those who are bought
back by the securities firm’s business office. The bonds
will be repayable in full at maturity.
Unreimbursed
NTD 7,600 million
Amount NTD 5,000 million
(1) The next day after 3 full month, the issuance of the
conversion corporate bond (August 30, 2018) to the
40th day before the expiration of the issue period
(April 19, 2023), if the company’s common stock
is closed with the conversion price reaches 30%
(inclusive) in consecutive 30 business days and,
the company can recover all its bonds in cash in
Conditions of Recall
denominations. N.A.
or Recall in Advance
(2) The bond issued on the next day of the full three
months (August 30, 2018) until the forty day before
the expiration of the issue period (April 19, 2023). At
10% of the total amount, the Company may recover
all of its bonds in cash in denominations.
※Detailed method of issuance and conversion can be
obtained from market observatory post system.
Conditions of
N.A. N.A.
Restriction
Taiwan Ratings Corp,
Bank of Taiwan 108.10 twAAA
Taiwan Ratings Corp,
Mega International
A: Oct 2019 twAAA
Credit Rating Agency, Commercial Bank 108.9 twAA+
B: Jan 2020 twAA+
Rating Taiwan Cooperative Bank 109.1 twAA+
C: May 2019 twAA+
Date, Rating Agricultural Bank of Taiwan 108.4 twAAA
D: Oct 2019 twAA+
Changhua Commercial Bank 108.10 twAA+
E: May 2019 twAA
Hua Nan Bank 108.5 twAA+
Taipei Fubon Commercial Bank 108.10 twAA+
2019
78 ANNUAL REPORT
IV. Capital and Shares Overview
2019
ANNUAL REPORT 79
4.2.2 Convert corporate bond information
Issuance Fifth Convertible Bond Guaranteed
Year
2019 Jan 1–Mar. 31 ,2020
Item
The highest 104.20 101.80
Market price The lowest 101.50 98.80
Average 102.80 100.67
Conversation Price NT$10.40
Issue Date and Conversation Price May 29, 2018;NT$10.40
Settlement Upon Conversion Issuing new shares
4.5 Employees Shares option certificates and Limit on Employee New Bonus Share: None.
4.6 Merger and acquisitions or stock shares transferred with new stock share Issued: None.
(2) For the purpose of each plan in the preceding paragraph, the analysis per item is conducted during the first
quarter before the printing date of the annual report. Implementation and comparison with the original
expected benefits: None.
2019
80 ANNUAL REPORT
V. Overview of Business Operation
(3) Warehouse, pier, tug boat, barge, container freight station and terminal operations
(5) Maintenance and repairs, lease, sales, and purchase of containers as well as chassis
(8) ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to
special approval.
See the sales table for the last two years on P.95.
As of December 31, 2019, the Company has operated 101 full container vessels (with a capacity of more
than 672,000 TEU), amounting to a total of 7.72 million D.W.T. The scope of the Company’s container
liner service in 2019 was mainly consisted liner services for Asia/US East Coast, Asia/US West Coast, Asia/
WCSA, Asia/ECSA, Asia/Northwestern Europe, Asia/Mediterranean, Asia/Red Sea, Asia/ISC, Asia/Middle
East, Asia/Australia, US East Coast/Northwestern Europe, and US East Coast/Mediterranean, Indian
subcontinent/ Northwestern Europe and Mediterranean as well as Intra-Europe and Intra-Asia regional
trades.
In 2020, the Company expects to operate 33 east-west service lines with THE Alliance partners starting
from the second quarter of 2020, deploying 280 modern and high-efficiency vessels to cover all services.
The service range will cover more than 78 ports in Asia, Southern Asia, Northwestern Europe, the
Mediterranean, North America and the Middle East Red Sea. The Company’s new service routes and
adjusted structure with THE Alliance arrangement includes:
(1) Five Asia/Northwestern Europe service routes (including 2 Europe-Asia-America pendulum service
routes) to continue to offer direct porting services for Japan and Southeastern Asia as the existing
structure.
(2) Three Asia/Mediterranean service routes to offer respective direct shipping services for Spain, Italy,
Israel and Turkey. With the Greek port directly linking to the European regional routes, the Company is
able to expand the scope of our services.
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(3) Seven Asia/Southwestern US service routes (including 2 Europe- Asia -America pendulum service
routes) to strengthen the network between Southwestern US and Asian regions, such as Japan, Korea,
Southern China, Central China, Northern China and Southeastern Asia. With the pendulum liner service
structure. The Company is able to link to markets such as Europe, Asia, Southwestern US, and the
Indian subcontinent.
(4) Four Asia/Northwestern US service routes to appropriately rationalize the port structure, deploy
additional vessels to service network with ship deceleration strategy and upgrade the vessel size in order
to reduce the unit cost of the routes and improve schedule reliability.
(5) Five Asia/US East Coast service routes. In addition to offering the only direct shipping service between
Japan and US East Coast on the market, the route also enables the Company to expand liner services
to Mexico, Central America, Caribbean Sea and other emerging markets with the porting at Panama
and Colombia. Through the introduction of enlarged vessels enables THE alliance to strengthen
competitiveness significantly in this trade.
(6) Seven Transatlantic service routes to widely cover routes between United States West Coast & East
Coast, Canada and Mexico and important ports of Northwestern Europe and the Mediterranean.
(7) Three Asia/Middle East service routes to link main ports in Korea, China, Taiwan and Southeast Asia
regions to Jebel Ali, Umm Qasr, Hamad, Dammam and Jubail.
(8) An Asia/Red Sea service route to link main ports in Korea, China and Southeastern Asian regions to
Jidda, Sokhna and Aqaba.
(9) Continue to strengthen the route structure for Northeastern Asia and Southeastern Asia, while
optimizing existing routes to maintain market competitiveness.
In addition, to improve Transatlantic service and cope with the structure transformation of import and
export trade in US, COSCO, OOCL, ONE and YM are to launch a new weekly Transatlantic service route
between Mediterranean - America Service from the second quarter of 2020 to deliver a more efficient and
comprehensive service network on the target market of US East Coast and the upsurging Mediterranean
market including Egypt, Israel, Turkey, Italy as well.
The global container shipping industry remains in an oversupply situation in 2019 due to weak market
demand. At the same time, carriers continue to face challenges with increased operating costs with the
advent of IMO 2020 regulations. According to Alphaliner, a professional shipping consultancy, the growth
rate of container shipping demand in 2019 was 2.6%, while the growth rate of supply was 4.0%. Although
vessels retrofitting during the second half of 2019 in complying with the IMO 2020 mandate offered some
ease in supply growth, the overall market was still in supply-demand imbalance situation.
Looking ahead to 2020, while global GDP shows moderate and stable growth compared with 2019, there are
still concerns over slowdown in global economy growth. As for the container shipping industry, according
to Alphaliner’s latest forecast, the container shipping demand growth rate was 1.5% in 2020, and the supply
growth rate was 3.1%. Although the supply chain is affected by the coronavirus outbreak in the short-term,
which weakens market demand, the supply-demand gap is expected to narrow down as a large number of
ships undergo for scrubber installation. Furthermore, considering that the environmental issues in shipping
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82 ANNUAL REPORT
V. Overview of Business Operation
industry is drawing more attention from the international community, and the EU and U.S. regulators have
become more conservative about alliances, the container shipping market remains challenging.
In the dry bulk market, the average BDI in 2019 was 1,353 points, same as 2018. According to Clarksons’
latest report (Dry Bulk Trade Outlook, February 2020), the demand growth rate of bulk shipping in 2019
was 0.7%, and the supply growth rate was 3.9%. In 2020, demand growth rate is projected as 2.5% and
supply growth rate is 3.4%, and the market is expected to gradually recover. With an elevated demand for
iron ore transportation after the resumption of Brazilian ore production, the US-China Phase One Trade
Agreement, and the coronavirus outbreak, the trend of freight rates remains to be seen.
In the container terminal market, according to 2020Q1 Drewry Container Forecaster, the growth rate in
world loaded container traffic was 2.6% in 2019, and Drewry predicts that the rate to decrease by 3.6
percentage points to -1.0% in 2020. Although a trade war truce between the U.S. and China will help the
market recover, international political and economic development and the coronavirus outbreak still bring
uncertainties to the outlook.
2. Relationship with Up-, Middle- and Downstream Companies (as shown in the following chart)
Container yard
Port Agency
Exporter/Importer
Stevedores company
Customs broker
Container shipping
Trucking company Freight Forwarder
industry
Ship demolition
Shipbuilder
Ship repairing
Ship chartering company
Others
Container builder
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ANNUAL REPORT 83
3. Product Trends and Competition
According to the latest statistics from the well-known shipping consultancy Alphaliner Monthly
Monitor published in March 2020, as of the end of 2019, large vessels of 7,500 TEU to 9,999 TEU
accounted for 18% of the total capacity, while large vessels of 10,000 TEU or above accounted for
36% of the total capacity. In terms of the proportion of new ships TEU to be delivered in 2020, large
vessels of 10,000 TEU or above accounted for 71% of the total capacity. According to the new vessel
orders provided by Alphaliner, vessels of 10,000 TEU or above accounted for 82%. All evidence
point out that 10,000 TEU class vessels are still in the mainstream.
B. Fleet Renewal
According to the latest statistics of Alphaliner, as of March 1, 2020, vessels with an age of more than
20 years accounted for only 7.0% of the total number of container ships, and ships with more than 15
years accounted for only 13.3%, indicating that the average container vessel age remains young with
fleet renewals in the market.
(2) Competition
According to the latest statistics of Alphaliner (March 2, 2020), the current global container shipment
capacity is approximately 23,653,999 TEU, of which the top five carriers accounted for 64.6% of
total capacity, the top ten carriers accounted for 82.4% of all capacity and the top twenty carriers
accounted for 89.0% (as shown in the following chart).
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In 2019, small- and medium-sized niche carrier ZIM and 2M Alliance expanded their strategic
cooperation agreement on the Transpacific and Far East-Mediterranean routes. THE Alliance
announced in July 2019 that HMM would join as a formal member of THE Alliance and officially
begin cooperation in April 2020. South Korean carrier SM Line and 2M Alliance announced in
February 2020 that they had reached a strategic cooperation agreement on the Far East-US West
Coast trade, effective from April. According to Alphaliner’s latest statistics (February 19, 2020), the
three major alliances have a total market share of 85.8%, of which 2M+ZIM+SM Line accounted for
36.7%, OCEAN Alliance accounted for 30.1%, and THE Alliance+HMM accounted for 19.0%. The
three alliances accounted for 97.6% of the main east-west routes, with the OCEAN Alliance ranking
first with 34.8%, followed by 2M+ZIM+SM Line with 34.7% and THE Alliance+HMM with 28.1%.
In 2019, the Company invested NT$1,088 million in R&D expenses on the following projects:
1. Vessels
(4) Implementation of the company's operation of container ships (a total of 35 vessels) using the CFD data
calculated by the supercomputer as the basis for navigation attitude, in order to reduce the ship's hull
resistance and reduce fuel consumption.
(5) Joined the cooperating member of the National Cheng Kung University' & CSBC. Under the Ministry
of Science and Technology Digital Economic Perspective Technology R & D and Application Project
Plan " Data Analysis of Smart Shipping and Ship Energy Management", jointly promoted the industry-
academia technology cooperation plan and reached a multi-directional optimization of the overall
energy efficiency of ships Performance to enhance core competitiveness.
(6) Collaborated with France's Optemar to conduct energy efficiency improvement projects for six real ship
engine’s tunning, in addition to reducing the fuel consumption of ships and the benefits of reducing
greenhouse gas and waste production.
2. Engineering
In accordance with the relevant regulations of the International Maritime Organization (IMO), the sulfur
content of vessel fuels shall not exceed 0.5% after 2020. YANG MING plan to install scrubber equipment
for existing vessels, and vessel with scrubber equipment can still use 3.5% high sulfur fuel. It will
effectively reduce cost of fuel, further enhancing the competitiveness of the route.
In 2021, YANG MING will install scrubber equipment completed on YM Uniformity, YM Ubiquity, YM
Unanimity, YM Upsurgence and YM Unicorn, and continuously evaluate and benefit analysis of YM
Mutuality series.
The 2,800 TEU new container vessels under building at CSBC, total 10 vessels will be equipped with
scrubber and 7 vessels will be delivered by end of 2020.
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3. Information
Developed and modified
Summary of the system features.
system features
SAS Business Intelligence
Bill of lading contribution report.
SAS Viya platform (Visual
Weekly closed voyage report.
Analysis)
SAS Machine learning and Use SAS machine learning and filtering functions to assist the dangerous
dangerous goods detection goods management team to build a dangerous goods detection and defense
and defense platform platform and optimize the dangerous goods management process.
The medium and long-term business goal of the Company is stable and sustainable management to
gradually develop in line with the overall market growth trend, and carry out the ship replacement and
renewal plan to continuously improve the service quality. In response to the sluggish global economic
recovery and the potential risks of the imbalance supply and demand in the future, the Company
has adjusted the delivery schedule of new building and business plan in the medium and long-term
appropriately. In addition to existing liner services for Asia/US, Asia/Mediterranean, Asia/Europe,
Europe/US, Mediterranean/US, Asia/Middle East, Asia/Red Sea, the Company cooperate with COSCO
to launch an European Express service from Northwest Europe to the Mediterranean to serve the
side ports and extend the business to Mediterranean/Black Sea, Northwestern Europe/Scandinavian
Peninsula simultaneously. Any potential market and cooperation in regional service is considered to
improve our service network and develop the niche market.
In addition to continuing to deepen the existing east-west routes, the short-term business plan will also
aim to improve service quality and reduce operating costs. In response to THE Alliance’s business
development strategy and in line with the route upgrade plan, the European line will strengthen the
competitiveness of the Asia/Northwestern Europe service routes by upgrading the designated service
routes- Korean & Central China Express (FE4) and Southern China Express (FE3). The Company has
also upgraded our Mediterranean route to expand the service on Italy and Israel import/export markets.
With regard to the Trans-Pacific route, the alliance partners comprehensively upgraded the 5 Asia/
US East Coast service routes to provide more competitive direct services. At the same time, in order
to broaden our service to the emergent countries such as Mexico, Central and Southern America,
Caribbean Sea, the Company provided direct Columbian calling port as hub on EC2 and EC3 loops
to link regional services. New Asia/Northwestern US service route (PS8) launched to enhance direct
express service from Kwangyang and Busan to Northwestern US. With regards to the Trans-Atlantic
route, the Company introduces one new Trans-Atlantic route between Mediterranean and US East
Coast with COSCO, ONE and OOCL to extend service to East Mediterranean.
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Starting in April, the Company will establish another new pendulum service to strengthen Southeast
Asia business with alliance partners to provide comprehensive services in the US West/Asia/Europe.
Through the service rationalization and containership size upgrade, the Company seeks to further
reduce the unit cost and improve service quality. It will also expand the service network in Trans-
Pacific trade and increase the frequency of service through the slot exchange with outsiders. Moreover,
the Company will adopt fuel-saving plans for all trades, continuing to reduce the pollution caused
by fuel. The Company expects to take the responsibility of global environmental protection while
continuously strengthening the competitiveness of the service and expanding the market share.
The long-term business development goal of the Company’s near-sea lines is to gradually build the
overall transportation network in line with the natural growth of the market. The medium- and long-
term plans of the Company’s near-sea lines will be based on existing routes, and will be built on the
basis of high-potential markets in emerging countries such as China and the ASEAN region, in which
the trades are booming, as well as Japan and Korea. The Company will gradually build a complete and
meticulous service network, such as the Southeast Asian shipping fleet route, the North-South route in
Northeast Asia/Southeast Asia, the Far East/India and Pakistan route, the Far East/Australia route, and
the service network of the Far East/South American East Coast/West Coast route. We will also expand
our joint ventures to further optimize the rationalization of routes and ports, develop ship upgrades to
reduce unit costs, and operate routes in a more efficient manner by integrating ship resources to ensure
niche edge and remain competitive. We expect our line services to be more flexible and profitable.
In response to the rapid changes in the Asian market and optimistic about the development potential
of the ASEAN market, starting from last year (2019), the Company expanded our layout of China,
Northeast Asia-Southeast Asia routes and joint ventures, and cooperated with TSL and KMTC to
operate the China -Thailand route (CTX) to enlarge the space supply for China-Thailand market. And
we worked with OOCL and GSL in Q4, providing a direct calling service between Singapore-Malaysia,
Indonesia and Thailand route (ITS). In addition, there were China-Vietnam-Kampuchea Service (CVK)
and Thailand-Indonesia Express (TIX) to develop the South East Asia market. To strengthen the service
layout, we will continue to seek opportunities for slot exchange cooperation to provide more convenient
and excellent delivery service to enhance overall competiveness.
1. Asia-US Southeast coast service: deploying ten full-container ships and cooperating with THE Alliance to
provide seven liner services per week between Asia and US Southwest (including two Northwest Europe-
Asia-US Southwest pendulum routes).
2. Asia-US Northwest coast service: deploying six full-container ships and cooperating with THE Alliance to
provide four liner services per week between Asia and the US Northwest coast.
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ANNUAL REPORT 87
3. Asia-US East coast service: deploying eight full-container ships and cooperating with THE Alliance to
provide five liner services per week between Asia and the US East coast.
4. Asia-Northeast Europe service: deploying five full-container ships and cooperating with THE Alliance to
provide five liner services per week between Asia and Northeast Europe (including two Northwest Europe-
Asia- US Southwest pendulum routes).
5. Asia-Mediterranean service: deploying ten full-container ships and cooperating with THE Alliance to
provide three liner services per week between Asia and the Mediterranean.
6. Northwest Europe-Mediterranean trade: deploying two full-container ships and cooperating with COSCO
to provide two liner service routes between Northwest Europe and the Mediterranean.
7. Intra-Europe trade: deploying one full-container ship to provide cargo service between Hamburg and
Poland/Lithuania (IE2) and expand European range services through slot exchange with potential partners.
8. Mediterranean regional service: deploying one full-container ship to provide liner service in the Romania,
Ukraine markets and through the exchange of container space with other non-THE alliance operators, to
expand the coverage of other Black Sea markets such as Turkey, Bulgaria, Georgia, Russia, etc.
9. Transatlantic service: deploying four full-container ships, cooperating with THE Alliance to provide six
liner services per week, and two non-THE Alliance service routes from Mediterranean to US East Coast,
one serves from West Mediterranean to US West Coast with cooperation with ONE/Hapag-Lloyd/CMA
CGM/COSCO/OOCL, the other one between East/West Mediterranean and US East Coast launches by
COSCO/ONE/OOCL and YM. Total eight liner service routes per week offer the comprehensive and
extensive coverage in Transatlantic trade.
(1) Taiwan-China Express (TCX): deploying one full-container ship and cooperating with TNC to provide
one liner service per week between Northern and Central China and Taiwan.
(2) China to Indonesia service (CTI): deploying two full-container ships and cooperating with COSCO
and GSL to provide one liner service per week between Central China, Taiwan and Indonesia.
(3) China - Thailand service (CTS): deploying one full-container ship and cooperating with OOCL and
GSL to provide one liner service per week between Central China, Vietnam, Thailand and Hong Kong.
(4) China - Thailand service (CTX): deploying one full-container ship and cooperating with KMTC and
TSL to provide one liner service per week between Central China, Thailand and Hong Kong.
(5) China-Vietnam Express (CVX): deploying one full-container ship and cooperating with TSL and
SEALAND to provide two liner services per week between Central China, Hong Kong and Vietnam.
(6) China - Ho Chi Minh Express service (CHX): deploying one full-container ship and cooperating with
OOCL and RCL to provide one liner service per week between Northern and Southern China, Vietnam
and Korean.
(7) Pan Asia Service (PAS): deploying one full-container ship jointly managed with TSL to provide one
liner service per week between Japan (Kyushu), Korea, Taiwan, Hong Kong and Southern China.
(8) Japan - Taiwan- South China Express (JTS): deploying two full-container ships to provide one liner
service per week between Japan (Kanto region), Taiwan, Hong Kong and Southern China.
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(9) Japan-Taiwan-Bangkok service (JTC): deploying four full-container ships to provide one liner service
per week between Japan, Taiwan, Hong Kong, Thailand and Vietnam.
(10) Japan-Malaysia-Vietnam service (JMV): deploying one full-container ship jointly managed with
TSL, KMTC, GSL and OOCL to provide one liner service per week between Japan, Hong Kong,
Singapore, Malaysia and Vietnam.
(11) Korea-Taiwan-Hongkong service (KTH): deploying one full-container ship jointly managed with
TSL and KMTC to provide one liner service per week between Taiwan, Hong Kong and Korea.
(12) Taiwan Philippines Express (TPE): deploying one full-container ship to provide one liner service per
week between Taiwan and Philippines.
(13) Taiwan – Ho Chi Minh service (THX): deploying one full-container ship jointly managed with EMC
and OOCL to provide two liner services per week between Taiwan, Hong Kong and Vietnam.
(14) Taiwan-South East Asia service (TSE): deploying five full-container ships to provide one liner
service per week between Taiwan, Hong Kong, Vietnam, Singapore, Malaysia and Indonesia.
(15) China-Malaysia service (CMS): deploying one full-container ship jointly managed with GSL, TSL
and CNC to provide one liner service per week between China and Malaysia.
(16) Thailand Indonesia Express (ITS): deploying one full-container ship jointly managed with OOCL and
GSL to provide two liner services per week between Singapore, Malaysia, Indonesia and Thailand.
(17) Pan Asia service I (PA1): exchanging container space with COSCO to provide one liner service per
week between China, Singapore and Malaysia.
(18) Pan Asia service III (PA3): exchanging container space with TSL and CNC respectively to provide
one liner service per week between Korea, China, Malaysia, Singapore and Hong Kong.
(19) North China- Thailand service (NCT): exchanging container space with COSCO to provide one liner
service per week between Northern China, Hong Kong, Southern China and Thailand.
(20) Middle China-Taiwan (MCT): leasing container space from CNC to provide one liner service per
week between Taiwan and Eastern China.
(21) Uni-Taiwan-Japan service (NSD): exchanging container space with EMC to provide one liner service
per week between Taiwan and Japan.
(22) Japan-China-Vietnam Service (JCV): exchanging container space with PanAsia to provide one liner
service per week between China and Japan.
(23) Taiwan-Japan (JCH): exchanging container space with EMC to provide one liner service per week
between Taiwan and Japan.
(24) Japan-Taiwan-Hong Kong service (JTH): exchanging container space with EMC to provide one liner
service per week between Taiwan and Japan (Kansai region).
(25) Japan-Taiwan-Vietnam service (JTV): exchanging container space with CNC to provide one liner
service per week between Japan, Korea, Taiwan and Hong Kong.
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(26) Japan-Thailand Express service (JTX): exchanging container space with CNC to provide one liner
service per week between Japan, Taiwan, Hong Kong and Thailand.
(27) Japan-Thailand (JT1): exchanging container space with ONE to provide one liner service per week
between Japan, Korea and Thailand.
(28) Taiwan Philippines Manila South Port (TPS): exchanging container space with WHL to provide one
liner service per week between Taiwan and Philippines.
(29) Taiwan-Philippines-Indonesia service (TPI): exchanging container space with EMC to provide one
liner service per week between Taiwan and Indonesia.
(30) Kaohsiung-Cebu service (KMC): exchanging container space with BTL to provide one liner service
per week between Taiwan and Philippines.
(31) Philippines service II (PH2): exchanging container space with OOCL to provide one liner service per
week between Southern China and Philippines.
(32) Taiwan-Hongkong service (PR5): exchanging container space with KANWAY to provide one liner
service per week between Taiwan and Hong Kong.
(33) Kaohsiung-Fuzhou/Jiangyin Express (FOC): exchanging container space with SPS to provide one
liner service per week between Kaohsiung and Fuzhou.
(34) Singapore-Philippines Express (SPE): exchanging container space with ACL to provide one liner
service per week between Singapore and Philippines.
(35) Thailand-Indonesia Express (TIX): leasing container space from RCL to provide one liner service per
week between Thailand, Singapore and Indonesia.
(36) China-Vietnam-Kampuchea Service (CVK): leasing container space from IAL to provide one liner
service per week between Central China, Vietnam, Cambodia and Hong Kong.
(37) North China-Singapore Express (NSX): leasing container space from Feedertech to provide one liner
service per week between Northern China, Taiwan, Singapore and Malaysia.
(1) South East Asia V service (SE5): deploying one full-container ship jointly managed with RCL to
provide one feeder line service per week between Singapore, Thailand, Malaysia and Indonesia.
(2) South East Asia service VIII (SE8): deploying one full-container ship jointly managed with OOCL to
provide one feeder line service per week between Singapore, Malaysia and Vietnam.
(3) Sihanoukville dedicated service (RCX): exchanging container space with RCL to provide one feeder
line service per week between Singapore and Sihanoukville.
(4) Songkhla dedicated service (RSE): exchanging container space with RCL to provide one feeder line
service per week between Singapore and Songkhla.
(5) Singapore-Surabaya X-Press (SSX): exchanging container space with XPF to provide one feeder line
service per week between Singapore and Surabaya.
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(6) XGG - PUS Feeder (BHX): leasing container space from ONE to provide one liner service per week
between Northern China (Xingang) and Korea.
(7) DLC - PUS Feeder (BH2): leasing container space from ONE to provide one liner service per week
between Northern China (Dalian) and Korea.
(8) XGG - PUS Feeder (BH3): leasing container space from ONE to provide one liner service per week
between Northern China (Xingang) and Korea.
(9) Singapore-Yangon Express service (SYX): leasing container space from SAMUDERA to provide one
liner service per week between Singapore and Myanmar.
(10) Malaysia-Yangon Express service (MYX): leasing container space from IAL to provide one liner
service per week between Malaysia and Myanmar.
(1) China-Australia-Taiwan service (CAT): deploying three full-container ships jointly managed with
EMC, SINOTRANS and TSL to operate through Central China, Taiwan and Australia.
(2) Asia Australia alliance service 1 (AA1): providing liner service between Thailand, Singapore and
Australia.
(3) Asia Australia alliance service 2 (AA2): providing liner service between Singapore, Malaysia and
Australia.
(1) South America service loop-3 (SA3): deploying one full-container ship jointly managed with EMC,
COSCO and CMA CGM to operate through South-Central China and Eastern South America.
(2) South America service loop-4 (SA4) deploying one full-container ship jointly managed with EMC and
COSCO to operate through Taiwan, South-Central China, Mexico and Central South America west
coast.
(3) South America service loop-6 (SA6): providing liner service through Taiwan and South-Central China.
(1) China-Gulf Express service (AG1): Cooperating with THE Alliance to operate through Central China,
Southern China, Singapore and the Persian Gulf.
(2) China-Gulf Express service (AG2): Cooperating with THE Alliance to operate through Central China,
Southern China, Singapore, Malaysia and the Persian Gulf.
(3) China-Gulf Express service (AG3): Cooperating with THE Alliance to operate through Korea, China,
Singapore, Malaysia and the Persian Gulf.
(4) Asia-Red Sea service (AR1): deploying two full-container ships and cooperating with THE Alliance
and WHL to operate through Korea, South-Central China, Singapore, Malaysia and the Red Sea.
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15. Asia -India and Pakistan trade
(1) China - Pakistan Express (CPX): deploying one full-container ships jointly managed with OOCL to
operate through Central China, Southern China, Singapore, Malaysia, Pakistan, and India.
(1) South East Asia VI service (SE6): deploying three full-container ships to operate through Singapore,
Malaysia and Bangladesh.
(2) Singapore- Chittagong service (SCS): providing liner service between Singapore and Malaysia.
(3) Straits-Bengal-Straits service (SBS): providing liner service between Singapore, Malaysia and
Kolkata.
(4) Indo - Bengal service (IBS): providing liner service between Colombo and Chittagong.
1. Transpacific Trade
According to the Drewry report, the overall volume growth rate of transpacific trade on the eastbound leg
registered -1.3% in 2019, whereas the projection in 2020 will slow to -0.5%. According to Alphaliner, the
Company’s 2019 market share in the transpacific trade was approximately 5.1%.
2. Asia-Europe/Mediterranean Trade
According to the Drewry Report, the overall volumes on the westbound leg of Asia-Europe trade increased
by 3.0% in 2019, while the total westbound volume of Asia-Mediterranean trade increased by 2.0%. The
overall volume growth rate on the westbound leg of the Asia-Europe trade and Asia-Mediterranean trades
is expected with the decline registering -2.0% and -1.0% respectively in 2020. According to Alphaliner, the
Company’s 2019 market share in the Asia-Europe and Asia- Mediterranean trade was approximately 5.4%.
3. Transatlantic Trade
The Company’s container business in the Transatlantic trade is mainly focused on the development in the
container market between Northern Europe/Mediterranean and the US East Coast. According to the Drewry
Report, the overall volume on the westbound leg of the Transatlantic trade increased by 3.2% in 2019, while
the overall volume of the eastbound leg increased by 3.5%. The overall volume on the westbound leg of the
Transatlantic trade is expected to increase by 1.2% in 2020, and the overall volume in the eastbound leg is
expected to increase by 0.8%.
4. Intra-Asia Trade
According to Global Insight report, the overall volume of the Intra-Asia trade is expected the reach 32.67
million TEU, a 4.95% growth from 2020. The Company’s 2020 market share in the Intra-Asia trade was
approximately 4.88%.
According to Global Insight report, the overall volume of the FE-Australia trade increased by 3% in 2019,
and the overall volume is expected to increase by 3% in 2020. The Company’s 2019 market share in the FE-
Australia trade was approximately 4.5%.
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According to Global Insight report, the overall volume of the FE-Middle East/Sub-Continental/Red
Sea Trade increased by 5% in 2019, and the overall volume is expected to increase by 4% in 2020. The
Company’s 2019 market share in the FE-Middle East/Sub-Continental/Red Sea Trade was approximately
3.7%.
According to Global Insight report, the overall volume of the FE-Central and South America Trade increase
by 4% in 2019, and the overall volume is expected to increase by 3% in 2020. The Company’s 2019 market
share in the FE-Central and South America Trade was approximately 2%.
1. Favorable Factors
The container shipping market has been experiencing a series of mergers and acquisitions in recent
years. The reorganization of the shipping alliances is divided into three major alliances in 2018
including 2M, Ocean Alliance, and THE Alliance. Hyundai Merchant Marine (HMM) joins THE
Alliance in 2020 with 10 years agreement to strengthen cooperation within alliance and stabilize the
shipping market as well.
In order to increase the competitiveness of service routes, the Company has operated twenty 14,000
TEU long-term, new, energy-saving vessels, an fourteen 11,000 TEU long-term, new, energy-saving
vessels, and ten 2,800 TEU, owned, new, feeder type vessels will be put into service in the second
quarter of 2020. The addition not only optimizes the Company’s fleet, but also effectively reduces the
unit cost.
(3) Continue to Strengthen Regional Layout and Increase Loading Performance for Service The Company
will continue to strengthen the regional market layout. In addition to the European and American
segments, THE Alliance will provide more direct services to side ports and further adjust the intra-Asia
service. In accordance with the delivery of the new-built 2,800TEU vessels from this year gradually to
replace the same type chartered-in ones and also further develop regional business through self-operated
or exchange of slot in the emerging markets of Asia. In order to cooperate with the service route
multi-stage utilization policy, we will utilize container space by increasing cargo loading and improve
efficiency of service routes.
In 2020, in addition to maintaining the existing service routes between Asia, the US, Europe, the
Mediterranean and transatlantic, as well as the Middle East and Red Sea service routes, the Company
has established two Europe-Asia-America pendulum service routes to continue to rationalize the
service route and optimize the ship service, maximizing the advantages of the service route layout and
effectively lowering costs. On the other hand, the Company has also extended the scope of cooperation
beyond THE Alliance to expand the service layout and vessel deployment. Through the most
economical port planning, we are able to significantly reduce the transportation time and unit operating
costs between the ports, thoroughly strengthening the competitiveness of our service route.
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ANNUAL REPORT 93
2. Unfavorable Factors
(1) Charter rate rising and the demolition market slows down
With the global economy recovering, the leasing market has been gradually warming up. However, due
to new effected IMO 2020 regulation, some of carriers need to have extra vessels to be the replacement
during scrubber retrofit resulted in additional charter requirement and the cost of lease is relatively
higher. On the other hand, ship owners’ incentives for ship dismantling to comply with new regulation
of green recycling are relatively low due to increasing vessel scrapped cost and declining demolition
sales, and consequently the demolition market slows down.
Although all signs point to a larger supply than demand in the market, and with the gradual recovery
of the global economy creating a probable increase in new orders, and various carriers likely to put
previously idle capacity into the market again, it is expected that the psychological pressures will affect
overall operations.
(3) With the new MARPOL regulation will come into force on January 1, 2020, Carriers will be forced to
use high-priced low-sulfur fuel oil or install equivalent arrangement to comply with the regulations. At
the same time, with the heightened awareness of environmental protection in various countries, many
emission control area has been established, cause the increasing of the operation cost.
3. Countermeasures
Due to the rise of mergers and acquisitions of large shipping companies, the wave of consolidation in
the shipping market will continue, ushering a rise in market trends. Only by continuously promoting
flexible alliance strategies, reducing operating costs and improving service route service quality, can we
strengthen competitiveness. In 2020, the Company, along with THE Alliance partners carried out the
optimization of service routes to further improve service quality.
Due to fierce competition in the main east-west service routes, the Company continues to develop
emerging markets, including Vietnam, the Eastern Mediterranean, Baltic, South America and other
markets to expand the service network and effectively utilize the Company’s fleet capacity.
By keeping ourselves updated on the latest market dynamics and competitor analysis, we further
cooperate with alliance partners in service, slot exchange, and moderately adjust the service route
structure to achieve the goals of cost savings (including fuel and port charges). Other strategies,
including fuel price hedging, chartering market monitoring, ship flexible operation, and reasonable
establish overseas agency.
Operational safety is the primary focus of the shipping service industry. By completing ISPS
certifications for our vessels, we deepen operational safety to ensure the quality of services. The
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V. Overview of Business Operation
integration of information systems in the shipping industry operations has become a crucial trend in
the development of the shipping industry. Therefore, the integration and implementation of information
application systems has been accelerated, to enhance service quality and management effectiveness.
In view of the expectation that the difference between high-priced and low-priced sulfur oil will
maintain after the IMO 2020 regulations come into effect, the Company will carry out pre-planning
and layout of the fleet desulfurization equipment installation to ensure access to a certain number
of relatively low-priced, high sulphur fuel oil and at the same time, we will levy the low-sulfur fuel
surcharge to reduce impact of rising fuel cost.
5.2.2 Production Procedures and Main Uses of Main Products: not applicable
5.2.4 Clients (suppliers) Accounting for 10% of Sales (Purchase) or More in the Last Two Years: none.
There were no clients accounting for 10% of sales or more in the last two years.
The Company’s overall performance evaluation is divided into cross-departmental business performance
indicators and annual operational indicators. Inter-departmental business performance indicators are
controlled by various inter-departmental project meetings. Through the implementation of the Group’s project
cooperation, the Company promotes various resources integration, cost control, process improvement, of
which strategies cover various functions of the Company, including business, transportation, finance and
information. The annual operating indicators aim to control overall profit and loss, and improve operational
efficiency and cost savings. In respect of vessels, the relevant works will be completed on time according to
the ship docking contract, and resources and industry-university cooperation will be utilized to strengthen
the crew’s actual functions. By reviewing the unbalanced area of the containers and proposing specific
improvement measures, and integrating the support of the information system for stock forecast, we are
able to improve the immediacy and accuracy of containers. Long-term containers lease with higher costs
are replaced with those of lower cost upon maturity of contracts. On the information system, continuous
system promotion and optimization, big data and business intelligence specific applications, Line Manager
2019
ANNUAL REPORT 95
management information system and ship information system integration development. In the agency system,
according to business needs and agency evaluation indicators, continue to set up their own agent or proxy line
replacement. In respect of information system, we continue to carry out system promotion and optimization,
big data and business intelligence specific applications, Line Manager management information system
and ship information system integration development. In the agencies management, we continue to set up
Yang Ming owned agencies according to business needs, and review or replace existing agencies based on
performance evaluation.
5.3 Employee status from the two most recent fiscal years up to the date of publication of this
annual report
Year 2019 2018 2020/3/31
Office service 4,234 3,987 4,613
Number of employees Sea service 1,324 1,344 1,248
Total 5,558 5,331 5,861
Average age 39.45 39.53 39.21
Average service years 8.87 9.25 8.95
Ph.D. 0.11% 0.11% 0.09%
Master’s degree 9.36% 9.95% 9.00%
Education level College degree 66.93% 66.00% 68.76%
High school degree 19.52% 19.38% 18.46%
Middle school and below 4.08% 4.56% 3.69%
The Company always treats environmental protection as a duty and responsibility. All newly built vessels
comply with the international standards and adopt advanced designs to prevent pollution of ocean and air.
We set up our environmental policy and were the first shipping company in Taiwan to be certificated by ISM
in 1996, ISO14001 in 2004 and OHSAS 18001 in 2005. Since 2006, we have joined the Business for Social
Responsibility (BSR) and our Clean Cargo Working Group (CCWG), to work with other companies for
more responsible business practices, innovation and collaboration. We have circulated annual environment
Performance Report via the Company’s website since 2007 to provide related environmental information for
the knowledge of our customers and the public. In 2009, we set up an energy conservation team to study and
implement environmental protection actions for energy conservation and resource recovery. Since 2014, we
have provided carbon emission calculator service of shipping, on our website, to help our customers achieve
the lowest possible carbon emissions from the door-to-door, green-delivery supply chain.
1. The following environmental protection measures will be developed and carried out continuously this year:
(1) Implementation of the SEEMP (Ship Energy Efficiency Management Plan) Part I and Part II to achieve
the goals of energy-saving and reduced carbon emission.
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V. Overview of Business Operation
(2) Use of low-sulphur fuel oil and reduction of speed by vessels in Emission Control Areas in keeping
with MARPOL 73/78/97 Regulations and local rules.
(3) Application for Observant of the Oil Pollution of 1990, Non-Tanker Vessels Response Plan and
Financial Guaranty and Financial Responsibility Certificate for all vessels sailing to US ports.
(4) Acquirement of Bunker Convention Certificates from the signatory states by observing the 2001 Bunker
Convention.
(6) Strict auditing of ISM/ISO14001 codes and corrective measures in order to ensure the safety of
personnel, ships, cargoes and environment and to avoid maritime accident and pollution.
(7) Conduction of organized training courses and practical exercises on environmental protection, risk
management and energy saving for all crew members to reinforce personnel’s professional knowledge
and skill of preventing maritime pollution and accidents.
(8) Paying close attention to development of international environmental regulations, and observing new
regulations coming into effect to ensure the fleet can meet international environmental regulations while
voyaging in the world’s ports.
(9) The Company has provided the service of carbon calculator for cargo transportation on our website, to
help our customers achieve a door-to-door, green supply chain by keeping the carbon footprint as low
as possible.
(10) The Inventory of Hazardous Materials (IHM) is effective from 12.31.2020. We have been arranged to
take samples on board for testing to facilitate the identification and control of the location and quantity
of hazardous substances on ships.
(11) January 2020 marked the beginning of an unprecedented transition of the shipping industry into a
greener future with a regulation mandating the level of Sulphur content in marine fuels is limited to
0.5%.YangMing fleet has reduced its Sulphur oxide emission by 70% compared to using high Sulphur
fuel oil. And the fleet YangMing had met this requirement ahead of time in the fourth quarter of 2019.
2. Estimated capital expenditure on environmental protection for the next three years:
In compliance with MARPOL 73/78/97 Regulations and local rules, facilities for preventing oil, water,
sewage and air pollution have been installed on vessels under construction. Expenditure for future purchase/
installment/re-equipment of such facilities will be included in the overall shipbuilding cost.
All the Company’s vessels have been deploying facilities to prevent oil, sewage and air pollution in
compliance with international environmental protection standards as required by MARPOL 73/78/97
Regulations and local rules.
5.4.3 The Taiwan Stock Exchange’s Letter No.0950007006 dated April 13, 1995 requested disclosure of RoHS
Information (EU legislation restricting the use of hazardous substances in electrical and electronic
equipment): According to the characteristics of maritime shipping industry, the Company should not
be covered by the EU RoHS.
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5.5 Employee and Employer Relations
5.5.1 Current Significant Labor Agreements and Implementation
1. Employee welfare measures: the Company allocates 0.6% of its revenue into the employee welfare fund,
and carries out welfare tax withholding for employees in the amount of 0.5% of each employee’s salary, on
a monthly basis. The fund is managed by the Employee Welfare Committee, to organize a variety of welfare
events.
The Company raises ship crews’ navigation safety with ship simulators
and hold trainings such as dangerous goods loading and transport
operation training, safety and physical training, general safety and health
Ship Crew
education training, business supervisor training, electric welding, lathe, 9,496 3,663,213
training
cable repair implementation, ISM procedures and regulations and ISPS
security courses, main operation and obstacles of the host to strengthen
occupational safety knowledge of the crew.
3. Retirement system: see the Post-Retirement Benefits Program on page 175 for details.
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V. Overview of Business Operation
5.5.2 Any loss sustained as a result of labor disputes in the most recent fiscal year, and during the current
fiscal year up to the date of publication of the annual report, estimate of losses incurred to date or likely
to be incurred in the future, and countermeasures:
The Company and its subsidiaries have not sustained any loss as a result of labor disputes in the most recent
fiscal year, and during the current fiscal year up to the date of publication of the annual report. The remaining
litigation cases related to labor disputes are merely isolated cases and currently being handled by attorneys
appointed by the Company. The estimated losses may be due to the small proportion of the Company’s and its
subsidiaries’ revenues, and therefore, have no significant impact on the Company and its subsidiaries.
1. Employees should be loyal to their duties, comply with government laws and regulations and company
regulations, and obey the management, command, and dispatch of supervisors at all levels.
2. Employees are absolutely obligated to keep the Company’s technical and business confidential information,
and must not disclose or infringe on the Company’s confidential business rights and interests, whether or
not they are in charge of the affairs. Salary is a private as well as confidential information. . Employees
should abide by the obligation not to inquire, comment on salary of others, and disclose of their own salary.
3. When employees report job-related matters, except for emergency or special circumstances, they should
follow the order of the administrative system and must not go over their immediate supervisors.
4. Employees are not allowed to leave their jobs without prior approval.
5. When conducting business, employees shall not directly or indirectly offer, promise to offer, request or
accept any improper benefits, including rebates, commissions, palm greasing payments, or offer or accept
improper benefits in other ways to or from clients, agents, contractors, suppliers, public servants, or other
interested parties.
6. Employees shall not carry ammunition and knives, dangerous goods, contraband or other items that violate
workplace safety.
7. Employees shall wear identification cards in the workplace and return the identification card to the
Company when they leave the Company.
In order to strengthen corporate governance, the Company has established the “Procedures for Handling
Material Inside Information”, established internal information processing and disclosure system, and disclosed
the procedures in the corporate governance section under “Investor Services”.
The company is engaged in international shipping, container docks and station services. Based on the results
of risk assessment, we focus on the safety of personnel and goods during transportation. Based on the human-
oriented concept, we deeply understand that employees are important assets of the Company. Therefore, we
provide safe and healthy working environment and operating procedures to ensure the safety and health of
personnel.
2019
ANNUAL REPORT 99
In order to achieve the ideal of zero hazard, zero accident and zero injury, we follow the following policies:
1. Comply with government regulations and the Company’s safety and health requirements.
2. Prevent occupational injuries and physical and mental health events, and “continue to improve” safety and
health management systems and performance.
3. Top management will actively participate in and supervise safety and health management, and regularly
review audits and performance assessments.
4. Promote various safety and health related training and activities so that employees at all levels fully
understand their personal safety and health responsibilities.
5. Encourage employees to actively participate and provide the necessary time and resources to consult on
safety and health related matters.
6. Provide health examinations to maintain the physical and mental health of employees. Health indicators are
as important as safety goals.
2019
100 ANNUAL REPORT
V. Overview of Business Operation
2019
ANNUAL REPORT 101
Agreement Counterparty Period Major Contents Restrictions
2019.05.12-the indefinite duration
JTS/JCV PanAsia Termination of contract requires a Intra-Asia service -
thirty-day pre-notice
2019.07.27 –the indefinite duration
Intra-Asia service
TIX RCL Termination of contract requires a -
Slot Charter-in
one-month pre-notice
2018.01.26-the indefinite duration
Termination of contract requires a
EMC/SNL/ three-month pre-notice
CAT Asia-Australia service -
TSL Contract duration extends twelve
months automatically in the absence
of a termination notice
2018.04.06-the indefinite duration,
Hapag-Lloyd /
AR1 MOU Termination of contract requires a Asia-Red Sea service -
ONE/WHL
three-month pre-notice
2018.07.27-the indefinite duration
CAT/AA1/
PIL Termination of contract requires a Asia-Australia service -
AA2
two-month pre-notice
2011.03.17-the indefinite duration
Termination of contract requires a
ninety-day pre- notice
CPX OOCL Asia-South Asia service -
Contract duration extends twelve
months automatically in the absence
of a termination pre-notice
2015.11.03-the indefinite duration
SE6/SCS/
OEL Termination of contract requires a Asia-Bangladesh/Kolkata service -
SBS/IBS
one-month pre-notice
2017.01.20-the indefinite duration
EMC/COSCO/
SA3 Termination of contract requires a Asia-Eastern South America service -
CMA CGM
six-month pre-notice
2015.12.25-the indefinite duration
SA4 EMC/COSCO Termination of contract requires a Asia-Western South America service -
ninety-day pre-notice
2019
102 ANNUAL REPORT
V. Overview of Business Operation
2019
ANNUAL REPORT 103
Agreement Counterparty Period Major Contents Restrictions
The Company The principal shall be repaid in 14 successive semiannual installments
2019.08.20-
Bank Mortgage Loan and Taiwan commencing on the date of expiry, four years from the date on which the -
2030.12.15
Cooperative Bank mortgage loan drawdown.
The Company The principal shall be repaid in 20 successive semiannual installments
2019.10.21-
Bank Mortgage Loan and Land Bank of commencing on the date of expiry, six months from the date on which the -
2030.07.15
Taiwan mortgage loan drawdown.
The Company The principal shall be repaid in 8 successive semiannual installments
2019.12.27-
Bank Mortgage Loan and Taiwan commencing on the date of expiry, eighteen months from the date on which -
2024.12.27
Cooperative Bank the initial advance is made.
The principal shall be repaid in 6 successive semiannual installments
The Company and 2020.03.31-
Bank Mortgage Loan commencing on the date of expiry, thirty months from the date on which the -
Chang Hwa Bank 2025.03.31
initial advance is made.
All Oceans The remaining principal shall be repaid in 5 successive semiannual
2011.04.19-
Bank Mortgage Loan and Taiwan installments commencing from April 19, 2019, six months from the date on -
2021.04.19
Cooperative Bank which the initial advance is made.
The principal shall be repaid in 20 successive semiannual installments
All Oceans and 2015.01.07-
Bank Mortgage Loan commencing on the date of expiry, six months from the date on which the -
Bank of Taiwan 2025.01.07
initial advance is made.
The principal shall be repaid in 16 successive semiannual installments
All Oceans and 2012.04.20-
Bank Mortgage Loan commencing on the date of expiry, six months from the date on which the -
Hua Nan Bank 2020.04.20
initial advance is made.
All Oceans and The principal shall be repaid in 20 successive semiannual installments
2015.03.25-
Bank Mortgage Loan Mega International commencing on the date of expiry, six months from the date on which the -
2025.03.25
Commercial Bank initial advance is made.
The principal shall be repaid in 20 successive semiannual installments
All Oceans and 2015.05.29-
Bank Mortgage Loan commencing on the date of expiry, six months from the date on which the -
Chang Hwa Bank 2025.05.29
initial advance is made.
The principal shall be repaid in 20 successive quarterly installments
Kuang Ming and 2020.02.27-
Bank Mortgage Loan commencing on the date of expiry, 3 months from the date on which the -
Chang Hwa Bank 2025.02.27
initial advance is made.
Kuang Ming and
The principal shall be repaid in 15 successive semiannual installments
The Export-Import 2016.08.16-
Bank Mortgage Loan commencing on the date of expiry, 3 years from the date on which the initial -
Bank of The 2026.08.16
advance is made.
Republic of China
Kuang Ming and The principal shall be repaid in 17 successive semiannual installments
2017.01.13-
Bank Mortgage Loan Cathay United commencing on the date of expiry, 2 years from the date on which the initial -
2027.01.13
Bank advance is made.
Kuang Ming and The principal shall be repaid in 11 successive semiannual installments
2017.11.13-
Bank Mortgage Loan Mega International commencing on the date of expiry, 2 years from the date on which the initial -
2024.11.13
Commercial Bank advance is made.
Kuang Ming and The principal shall be repaid in 28 successive quarterly installments
2018.02.09-
Bank Mortgage Loan Land Bank of commencing on the date of expiry, 39 months from the date on which the -
2028.02.09
Taiwan initial advance is made.
Kuang Ming – The principal shall be repaid in 24 successive quarterly installments
2019.11.14-
Bank Mortgage Loan Liberia and Taiwan commencing on the date of expiry, 3 months from the date on which the -
2025.11.14
Cooperative Bank initial advance is made.
Kuang Ming –
The principal shall be repaid in 9 successive equal installments on quarterly
Liberia and Mega 2019.11.17-
Bank Mortgage Loan basis commencing from the first Repayment Date which is November 17, -
International 2021.11.17
2019 .
Commercial Bank
Kuang Ming – The principal shall be repaid in 20 successive quarterly installments
2018.04.09-
Bank Mortgage Loan Liberia and Union commencing on the date of expiry, 3 months from the date on which the -
2023.04.09
Bank of Taiwan initial advance is made.
The principal shall be repaid in 10 successive semiannual installments
Kuang Ming
2018.06.11- commencing on the date of expiry, from the date on which the initial advance
Bank Mortgage Loan – Liberia and -
2023.06.11 is made, 1st to 9th phase will each repay 8% of the principle, 10th phase will
Kaohsiung Bank
repay 28% of the principle.
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VI. Overview of the Company’s Financial Status
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ANNUAL REPORT 105
2. Condensed Consolidated Statement of Comprehensive Income - IFRSs
Unit: NT$ 1,000 (Except EPS: NT$)
2019
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VI. Overview of the Company’s Financial Status
2019
ANNUAL REPORT 107
4. Condensed Individual Statement of Comprehensive Income - IFRSs
Unit: NT$ 1,000 (Except EPS: NT$)
2019
108 ANNUAL REPORT
VI. Overview of the Company’s Financial Status
2019
ANNUAL REPORT 109
2. Financial Analysis (Non-Consolidated) - IFRSs
2019
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VI. Overview of the Company’s Financial Status
2019
ANNUAL REPORT 111
6.3 Audit Committee’s Review Report
The Board of Directors has prepared and submitted to the Audit Committee the Company’s 2019
business report, stand-alone and consolidated financial statements. The CPA firm of Deloitte
& Touche, Taiwan, was retained to audit Yang Ming Marine Transport Corporation’s financial
statements and has issued an independent auditors’ report relating to the financial statements. In
accordance with Article 14-4 of Securities and Exchange Act and Article 219 of Company Act, the
undersigned hereby certifies the business report, stand-alone and consolidated financial statements
after thorough examination.
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VI. Overview of the Company’s Financial Status
Opinion
We have audited the accompanying consolidated financial statements of Yang Ming Marine Transport
Corporation and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated
balance sheets as of December 31, 2019 and 2018, and the consolidated statements of comprehensive income,
changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements,
including a summary of significant accounting policies.
In our opinion, based on our audits and the reports of other independent auditors (refer to the Other Matter
paragraph below), the accompanying consolidated financial statements present fairly, in all material respects,
the consolidated financial position of the Group as of December 31, 2019 and 2018, and its consolidated
financial performance and its consolidated cash flows for the years then ended in accordance with the
Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial
Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC
Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic
of China.
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial
Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China.
Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of
the Consolidated Financial Statements section of our report. We are independent of the Group in accordance
with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have
fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion based on our audits
and the report of other independent auditors.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the consolidated financial statements for the year ended December 31, 2019. These matters were addressed in
the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
-2- 2019
ANNUAL REPORT 113
Key audit matters of the consolidated financial statements of the Group for the year ended December 31, 2019
are as follows:
The carrying amount of tangible assets (not including investment properties), right-of-use assets and intangible
assets in the aggregate was NT$130,149,676 thousand. The amount was material to the consolidated financial
statements. Furthermore, the economic trend of the industry influenced the assessment of impairment reached
by the management of the Group. The Group’s management evaluated the impairment amount by taking the
profitability, expected cash flows, economic benefits, cost of equity and cost of debt into consideration to form
the basis of assessment. Since the assessment of impairment involves judgment of critical estimation from the
Group’s management, we deemed the assessment of impairment of the tangible assets (not including investment
properties), right-of-use assets and intangible assets as a key audit matter.
The assessment of impairment of the tangible assets (not including investment properties), right-of-use assets
and intangible assets included critical accounting judgments and key sources of estimation uncertainty disclosed
in Note 5 to the accompanying consolidated financial statements.
We took the indicators of impairment of the tangible, right-of-use and intangible assets into consideration and
focused on the performance of each component. When the indicator of impairment exists, we will test the
assumption of impairment assessment model used by the Group’s management, and the test covers the forecast
of cash flow and the discount rate.
Since the recognition of the cargo revenue is material and complex, we deemed the percentage-of-completion
method of revenue recognition as a key audit matter.
The recognition depends on the expected time frame for the completion of the voyage. The judgment of the
percentage-of-completion estimation may lead to an incorrect calculation of revenue recognized or an
inconsistency in revenue recognition.
The judgment of cargo revenue recognition included critical accounting judgments and key sources of
estimation uncertainty disclosed in Notes 5 and 28 to the accompanying consolidated financial statements.
We tested the accuracy of the timing of the revenue recognition. Through subsequent information on voyages,
berthing reports, sailing schedules and report of the estimation of the bill of landing revenue, we reviewed the
basis of estimates and verified the validity of the voyage dates calculated by Group’s management and of the
revenue resulting from voyages.
2019 -3-
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VI. Overview of the Company’s Financial Status
Other Matter
We did not audit the financial statements of Yes Logistics Company Ltd. and Yang Ming Line Holding Co., and
some subsidiaries, namely Yang Ming Line (Singapore) Pte. Ltd. and Yang Ming Line B.V., as of and for the
year ended December 31, 2018. The financial statements of these subsidiaries were audited by other auditors
whose reports have been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts
for these subsidiaries included in the accompanying consolidated financial statements, is based solely on the
reports of other auditors. The combined asset of these subsidiaries was NT$5,388,236 thousand, representing
3.85% of the Group’s total consolidated assets as of December 31, 2018. The combined operating revenue of
these subsidiaries was NT$561,174 thousand, representing 0.40% of the Group’s total consolidated operating
revenue for the year ended December 31, 2018. Also, we did not audit the financial statements of the associates
and joint ventures, which were accounted for by the equity method, listed as follows: Yang Ming (U.A.E.) Ltd.,
Yang Ming Shipping (Egypt) S.A.E., West Basin Container Terminal LLC, United Terminal Leasing LLC,
Yang Ming (Vietnam) Company Limited, Corstor Ltd., Chang Ming Logistics Company Limited, YES
LIBERAL Logistics Corp., LogiTrans Technology Private Limited, PT. Formosa Sejati Logistics and YES
AND HQL LOGISTICS COMPANY for the year ended December 31, 2018. The financial statements of these
associates and joint ventures were audited by other auditors. The carrying amount of these associates and joint
ventures was NT$1,485,082 thousand, representing 1.06% of the Group’s total consolidated assets as of
December 31, 2018. The amount of profit or loss recognized on investments accounted for by the equity method
was NT$187,273 thousand, representing (3.01)% of the Group’s total comprehensive income for the year ended
December 31, 2018. The financial statements of these associates and joint ventures were audited by other
auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the amount of these
associates and joint ventures included in the accompanying consolidated financial statements, is based solely on
the reports of other auditors.
We have also audited the parent company only financial statements of Yang Ming Marine Transport
Corporation as of and for the years ended December 31, 2019 and 2018 on which we have issued an unmodified
opinion with an Other Matter paragraph.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial
Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in
accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and
endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such
internal control as management determines is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or
has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s
financial reporting process.
-4- 2019
ANNUAL REPORT 115
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with the auditing standards generally accepted in the Republic of China will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we
exercise professional judgment and maintain professional skepticism throughout the audit. We also:
1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Group’s internal control.
3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management.
4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that
may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditors’ report to the related
disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report.
However, future events or conditions may cause the Group to cease to continue as a going concern.
5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including
the disclosures, and whether the consolidated financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
6. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business
activities within the Group to express an opinion on the consolidated financial statements. We are
responsible for the direction, supervision, and performance of the group audit. We remain solely
responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that
we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.
2019 -5-
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VI. Overview of the Company’s Financial Status
From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the consolidated financial statements for the year ended December 31, 2019
and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine
that a matter should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Chin-Tsung Cheng and
Yu-Mei Hung.
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial
position, financial performance and cash flows in accordance with accounting principles and practices
generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures
and practices to audit such consolidated financial statements are those generally applied in the Republic of
China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial
statements have been translated into English from the original Chinese version prepared and used in the
Republic of China. If there is any conflict between the English version and the original Chinese version or any
difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and
consolidated financial statements shall prevail.
-6- 2019
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YANG MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2019 AND 2018
(In Thousands of New Taiwan Dollars)
2019 2018
ASSETS Amount % Amount %
CURRENT ASSETS
Cash and cash equivalents (Notes 4, 6 and 36) $ 17,177,339 9 $ 17,399,750 12
Financial assets at fair value through profit or loss (FVTPL) - current (Notes 4 and 7) 327,451 - 262,576 -
Financial assets at amortized cost - current (Notes 4, 9, 36 and 37) 685,687 1 651,187 1
Contract assets, net (Notes 4, 28 and 36) 1,788,138 1 1,747,637 1
Notes receivable, net (Notes 4 and 10) 4,792 - 7,534 -
Trade receivables, net (Notes 4 and 10) 9,965,606 5 8,203,538 6
Trade receivables from related parties (Notes 4, 10 and 36) 145,741 - 248,268 -
Finance lease receivables, net (Notes 4 and 11) 19,675 - - -
Shipping fuel (Notes 4 and 12) 3,790,096 2 4,082,616 3
Prepayments (Notes 3, 4, 18 and 36) 581,419 - 725,586 1
Prepayments to shipping agents (Note 36) 81,315 - 18,608 -
Other current assets (Notes 30 and 36) 1,250,826 1 1,292,173 1
NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income (FVTOCI) - non-current (Notes 4 and 8) 1,772,893 1 1,701,701 1
Financial assets at amortized cost - non-current (Notes 4, 9, 25, 36 and 37) 3,024,270 2 3,254,132 2
Investments accounted for using equity method (Notes 4 and 14) 7,956,320 4 8,031,722 6
Property, plant and equipment (Notes 3, 4, 5, 15 and 37) 72,258,682 38 78,371,995 56
Right-of-use assets (Notes 3, 4, 5, 16 and 36) 57,376,769 30 - -
Investment properties (Notes 4, 17 and 37) 6,313,320 3 6,272,493 5
Other intangible assets (Notes 4 and 5) 122,234 - 98,222 -
Deferred tax assets (Notes 4 and 30) 5,569,855 3 5,324,506 4
Prepayments for equipment (Notes 4, 5 and 38) 391,991 - 1,279,519 1
Refundable deposits 141,737 - 451,572 -
Non-current finance lease receivables (Notes 4 and 11) 167,158 - - -
Other financial assets - non-current (Note 4) 71,323 - 63,447 -
Long-term prepayments for leases (Notes 3, 4, 5, 18 and 36) - - 473,417 -
Other non-current assets 17,202 - 10,900 -
CURRENT LIABILITIES
Short-term borrowings (Notes 19 and 36) $ 4,621,034 2 $ 4,756,377 4
Short-term bills payable (Note 19) 13,485,840 7 9,601,979 7
Financial liabilities at FVTPL - current (Notes 4 and 7) 67,549 - 37,460 -
Financial liabilities for hedging - current (Notes 3, 4, 16 and 35) 7,002,378 4 - -
Contract liabilities - current (Notes 4, 28 and 36) 121,826 - 120,736 -
Notes payable (Note 36) 18,393 - 29,763 -
Trade payables (Note 21) 12,266,509 6 12,965,069 9
Trade payables to related parties (Notes 21 and 36) 471,425 - 571,016 1
Other payables (Notes 23 and 36) 3,890,141 2 3,296,101 2
Current tax liabilities (Notes 4 and 30) 132,733 - 179,271 -
Lease liabilities - current (Notes 3, 4, 16 and 36) 2,894,785 2 - -
Provisions - current (Notes 4 and 24) 1,032,332 1 478,622 -
Current portion of long-term liabilities (Notes 3, 4, 19, 20, 22, 25, 36 and 37) 14,502,721 8 14,715,685 11
Other advance account (Note 3) 193,696 - 204,546 -
Other current liabilities 547,942 - 540,003 -
NON-CURRENT LIABILITIES
Financial liabilities for hedging - non-current (Notes 3, 4, 16 and 35) 41,888,032 22 - -
Bonds payable (Notes 4, 20, 36 and 37) 12,210,456 7 13,164,195 9
Long-term borrowings (Notes 19, 36 and 37) 44,109,520 23 46,929,208 34
Provisions - non-current (Notes 3, 4 and 24) 1,444 - 297,007 -
Deferred tax liabilities (Notes 4 and 30) 1,723,839 1 1,696,647 1
Lease liabilities - non-current (Notes 3, 4, 16 and 36) 7,343,146 4 - -
Finance lease payables - non-current (Notes 3, 4 and 22) - - 3,834,330 3
Other advance account - non-current (Note 3) 150,163 - 765,068 1
Other financial liabilities - non-current (Notes 4, 20 and 25) 2,454,039 1 2,697,493 2
Net defined benefit liabilities - non-current (Notes 4 and 26) 2,503,671 1 2,557,552 2
Other non-current liabilities 286,026 - 240,227 -
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 30, 2020)
2019
118 ANNUAL REPORT
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VI. Overview of the Company’s Financial Status
2019 2018
Amount % Amount %
2019
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YANG MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(In Thousands of New Taiwan Dollars, Except Loss Per Share)
2019 2018
Amount % Amount %
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 30, 2020) (Concluded)
2019
120 ANNUAL REPORT
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YANG MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(In Thousands of New Taiwan Dollars)
BALANCE AT JANUARY 1, 2018 2,323,025 $ 23,230,248 $ 5,571,490 $ (1,527,607) $ (85,841) $ (1,201,784) $ - $ 25,986,506 $ 475,987 $ 26,462,493
Equity component of convertible bonds issued by the Company - - 308,765 - - - - 308,765 - 308,765
Net profit (loss) for the year ended December 31, 2018 - - - (6,590,955) - - - (6,590,955) 284,599 (6,306,356)
Other comprehensive income (loss) for the year ended December 31, 2018,
net of income tax - - - (159,640) 178,191 99,253 - 117,804 (26,114) 91,690
Total comprehensive income (loss) for the year ended December 31, 2018 - - - (6,750,595) 178,191 99,253 - (6,473,151) 258,485 (6,214,666)
BALANCE AT DECEMBER 31, 2018 2,323,025 23,230,248 4,739,792 (7,131,851) 92,350 (1,102,531) - 19,828,008 466,736 20,294,744
Effect of retrospective application and retrospective restatement - - - (29,138) - - - (29,138) (437) (29,575)
BALANCE AT JANUARY 1, 2019 AS RESTATED 2,323,025 23,230,248 4,739,792 (7,160,989) 92,350 (1,102,531) - 19,798,870 466,299 20,265,169
Net profit (loss) for the year ended December 31, 2019 - - - (4,309,957) - - - (4,309,957) 312,061 (3,997,896)
Other comprehensive income (loss) for the year ended December 31, 2019,
net of income tax - - - (4,104) (298,296) 63,264 1,218,522 979,386 (29,005) 950,381
Total comprehensive income (loss) for the year ended December 31, 2019 - - - (4,314,061) (298,296) 63,264 1,218,522 (3,330,571) 283,056 (3,047,515)
Changes in percentage of ownership interests in subsidiaries (Note 32) - - 23 (4,788) - - - (4,765) 4,788 23
BALANCE AT DECEMBER 31, 2019 2,601,336 $ 26,013,357 $ 1,939,381 $ (11,462,514) $ (205,946) $ (1,039,266) $ 1,218,522 $ 16,463,534 $ 618,665 $ 17,082,199
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 30, 2020)
2019
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VI. Overview of the Company’s Financial Status
121
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YANG MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(In Thousands of New Taiwan Dollars)
2019 2018
2019
122 ANNUAL REPORT
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VI. Overview of the Company’s Financial Status
2019 2018
Net cash generated from (used in) operating activities 11,193,575 (3,097,289)
Net cash (used in) generated from financing activities (10,454,334) 12,097,519
2019
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YANG MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(In Thousands of New Taiwan Dollars)
2019 2018
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR $ 17,177,339 $ 17,399,750
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 30, 2020) (Concluded)
2019
124 ANNUAL REPORT
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VI. Overview of the Company’s Financial Status
1. GENERAL INFORMATION
Yang Ming Marine Transport Corporation (the “Company” or YMTC), established in December 1972, was
majority-owned by the Ministry of Transportation and Communications (MOTC) of the Republic of China
(ROC) until February 15, 1996 when the MOTC began reducing its holdings in the Company following the
Company’s listing of its shares on the Taiwan Stock Exchange.
YMTC mainly engages in the shipping, repair, chartering, sale and purchase of ships, containers and chassis
and operates as a shipping agency.
YMTC’s shares have been listed on the Taiwan Stock Exchange since April 1992. YMTC issued global
depositary receipts (GDRs), which have been listed on the London Stock Exchange (ticker symbol: YMTD)
since November 1996. The GDRs listed on the London Stock Exchange were delisted on December 5,
2019.
The consolidated financial statements of the Company and its subsidiaries (collectively, the “Group”) are
presented in YMTC’s functional currency, the New Taiwan dollars.
The consolidated financial statements were approved by YMTC’s board of directors on March 26, 2020.
a. Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports
by Securities Issuers and the International Financial Reporting Standards (IFRS), International
Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC)
(collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission
(FSC)
Except for the following, whenever applied, the initial application of the amendments to the
Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs
endorsed and issued into effect by the FSC did not have any material impact on the Group’s accounting
policies:
IFRS 16 “Leases”
IFRS 16 provides a comprehensive model for the identification of lease arrangements and their
treatment in the financial statements of both lessee and lessor. It supersedes IAS 17 “Leases”,
IFRIC 4 “Determining whether an Arrangement contains a Lease”, and a number of related
interpretations. Refer to Note 4 for information relating to the relevant accounting policies.
2019
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Definition of a lease
The Group elects to apply the guidance of IFRS 16 in determining whether contracts are, or contain,
a lease only to contracts entered into (or changed) on or after January 1, 2019. Contracts identified
as containing a lease under IAS 17 and IFRIC 4 are not reassessed and are accounted for in
accordance with the transitional provisions under IFRS 16.
The Group recognizes right-of-use assets and lease liabilities for all leases on the consolidated
balance sheets except for those whose payments under low-value asset and short-term leases are
recognized as expenses on a straight-line basis. On the consolidated statements of comprehensive
income, the Group presents the depreciation expense charged on right-of-use assets separately from
the interest expense accrued on lease liabilities; interest is computed using the effective interest
method. On the consolidated statements of cash flows, cash payments for the principal portion of
lease liabilities are classified within financing activities; cash payments for the interest portion are
classified within operating activities. Prior to the application of IFRS 16, payments under operating
lease contracts were recognized as expenses on a straight-line basis. Prepaid lease payments were
recognized as prepayments for leases. Cash flows for operating leases were classified within
operating activities on the consolidated statements of cash flows. Leased assets and finance lease
payables were recognized on the consolidated balance sheets for contracts classified as finance
leases.
The Group elects to apply IFRS 16 retrospectively with the cumulative effect of the initial
application of this standard recognized in retained earnings on January 1, 2019. Comparative
information is not restated.
Lease liabilities were recognized on January 1, 2019 for leases previously classified as operating
leases under IAS 17. Lease liabilities were measured at the present value of the remaining lease
payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019.
Right-of-use assets are measured at an amount equal to the lease liabilities, adjusted by the amount
of any prepaid or accrued lease payments. The Group will apply IAS 36 to all right-of-use assets.
1) The Group applies a single discount rate to a portfolio of leases with reasonably similar
characteristics to measure lease liabilities.
2) The Group accounts for those leases for which the lease term ends on or before December 31,
2019 as short-term leases.
3) The Group excludes initial direct costs from the measurement of right-of-use assets on January
1, 2019.
4) The Group uses hindsight, such as in determining lease terms, to measure lease liabilities.
For leases previously classified as finance leases under IAS 17, the carrying amounts of right-of-use
assets and lease liabilities on January 1, 2019 are determined as at the carrying amounts of the
respective leased assets and finance lease payables on December 31, 2018.
If the Group determines that a sale and leaseback transaction does not satisfy the requirements of
IFRS 15 “Revenue from Contracts with Customers” to be accounted for as a sale of an asset, it is
accounted for as a financing transaction. If it satisfies the requirements to be accounted for as a sale
of an asset, the Group recognizes only the amount of any gain or loss which relates to the rights
transferred to the buyer-lessor. Prior to the application of IFRS 16, the leaseback portion is
classified as either a finance lease or an operating lease and accounted for differently.
2019
126 ANNUAL REPORT
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VI. Overview of the Company’s Financial Status
The Group does not reassess sale and leaseback transactions entered into before January 1, 2019 to
determine whether the transfer of an underlying asset satisfies the requirements in IFRS 15 to be
accounted for as a sale. Upon initial application of IFRS 16, the aforementioned transitional
provision for a lessee applies to the leaseback portion. In addition, for the leases previously
accounted for as a finance lease under IAS 17, the Group continues to amortize any gains on sales
over the lease term. For the leases previously accounted for as a sale and an operating lease under
IAS 17, the Group adjusts the leaseback right-of-use assets for any deferred gains or losses
recognized on January 1, 2019.
The weighted average lessee’s incremental borrowing rate applied to lease liabilities recognized on
January 1, 2019 is 4.029%. The difference between the (i) lease liabilities recognized and (ii)
operating lease commitments disclosed under IAS 17 on December 31, 2018 is explained as
follows:
Discounted amounts using the incremental borrowing rate on January 1, 2019 $ 53,305,621
Add: Finance lease liabilities on December 31, 2018 4,139,632
Except for sublease transactions, the Group does not make any adjustments for leases in which it is
a lessor, and it accounts for those leases with the application of IFRS 16 starting from January 1,
2019.
The impact on assets, liabilities and equity as of January 1, 2019 from the initial application of IFRS
16 is set out as follows:
Adjustments
As Originally Arising from
Stated on Initial Restated on
January 1, 2019 Application January 1, 2019
2019
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Adjustments
As Originally Arising from
Stated on Initial Restated on
January 1, 2019 Application January 1, 2019
b. The IFRSs endorsed by the FSC for application starting from 2020
Effective Date
New IFRSs Announced by IASB
Note 1: The Group shall apply these amendments to business combinations for which the acquisition
date is on or after the beginning of the first annual reporting period beginning on or after
January 1, 2020 and to asset acquisitions that occur on or after the beginning of that period.
Note 2: The Group shall apply these amendments retrospectively for annual reporting periods
beginning on or after January 1, 2020.
Note 3: The Group shall apply these amendments prospectively for annual reporting periods
beginning on or after January 1, 2020.
As of the date the consolidated financial statements were authorized for issue, the Group is
continuously assessing the possible impact that the application of other standards and interpretations
will have on the Group’s financial position and financial performance and will disclose the relevant
impact when the assessment is completed.
2019
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VI. Overview of the Company’s Financial Status
c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
Effective Date
New IFRSs Announced by IASB (Note)
Note: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods
beginning on or after their respective effective dates.
1) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its
Associate or Joint Venture”
The amendments stipulate that, when the Group sells or contributes assets that constitute a business
(as defined in IFRS 3) to an associate or joint venture, the gain or loss resulting from the transaction
is recognized in full. Also, when the Group loses control of a subsidiary that contains a business but
retains significant influence or joint control, the gain or loss resulting from the transaction is
recognized in full.
Conversely, when the Group sells or contributes assets that do not constitute a business to an
associate or joint venture, the gain or loss resulting from the transaction is recognized only to the
extent of the Group’s interest as an unrelated investor in the associate or joint venture, i.e., the
Group’s share of the gain or loss is eliminated. Also, when the Group loses control of a subsidiary
that does not contain a business but retains significant influence or joint control over an associate or
a joint venture, the gain or loss resulting from the transaction is recognized only to the extent of the
Group’s interest as an unrelated investor in the associate or joint venture, i.e., the Group’s share of
the gain or loss is eliminated.
The amendments clarify that for a liability to be classified as non-current, the Group shall assess
whether it has the right at the end of the reporting period to defer settlement of the liability for at
least twelve months after the reporting period. If such rights are in existence at the end of the
reporting period, the liability is classified as non-current regardless of whether the Group will
exercise that right. The amendments also clarify that, if the right to defer settlement is subject to
compliance with specified conditions, the Group must comply with those conditions at the end of
the reporting period even if the lender does not test compliance until a later date.
The amendments stipulate that, for the purpose of liability classification, the aforementioned settlement
refers to a transfer of cash, other economic resources or the Group’s own equity instruments to the
counterparty that results in the extinguishment of the liability. However, if the terms of a liability that
could, at the option of the counterparty, result in its settlement by a transfer of the Group’s own equity
instruments, and if such option is recognized separately as equity in accordance with IAS 32: Financial
Instruments: Presentation, the aforementioned terms would not affect the classification of the liability.
Except for the above impact, as of the date the consolidated financial statements were authorized for
issue, the Group is continuously assessing the possible impact that the application of other standards
and interpretations will have on the Group’s financial position and financial performance and will
disclose the relevant impact when the assessment is completed.
2019
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4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Statement of compliance
The consolidated financial statements have been prepared in accordance with the Regulations
Governing the Preparation of Financial Reports by Securities Issuers and IFRSs as endorsed and issued
into effect by the FSC.
b. Basis of preparation
The consolidated financial statements have been prepared on the historical cost basis except for
financial instruments, investment properties and net defined benefit liabilities which are measured at the
present value of the defined benefit obligation less the fair value of plan assets.
The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the
fair value measurement inputs are observable and based on the significance of the inputs to the fair
value measurement in its entirety, are described as follows:
1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an
asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
2) Assets expected to be realized within 12 months after the reporting period; and
3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a
liability for at least 12 months after the reporting period.
2) Liabilities due to be settled within 12 months after the reporting period, even if an agreement to
refinance, or to reschedule payments, on a long-term basis is completed after the reporting period
and before the consolidated financial statements are authorized for issue; and
3) Liabilities for which the Group does not have an unconditional right to defer settlement for at least
12 months after the reporting period. Terms of a liability that could, at the option of the
counterparty, result in its settlement by the issue of equity instruments do not affect its
classification.
Assets and liabilities that are not classified as current are classified as non-current.
d. Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and the
entities controlled by the Company (i.e., its subsidiaries).
2019
130 ANNUAL REPORT
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VI. Overview of the Company’s Financial Status
Income and expenses of subsidiaries acquired or disposed of during the period are included in the
consolidated statement of profit or loss and other comprehensive income from the effective dates of
acquisitions up to the effective dates of disposal, as appropriate.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their
accounting policies into line with those used by the Company.
All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation.
Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the
non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control
over the subsidiaries are accounted for as equity transactions. The carrying amounts of the interests of
the Group and the non-controlling interests are adjusted to reflect the changes in their relative interests
in the subsidiaries. Any difference between the amount by which the non-controlling interests are
adjusted and the fair value of the consideration paid or received is recognized directly in equity and
attributed to the owners of the Company.
See Note 13 and Tables F and G for detailed information on subsidiaries (including the percentages of
ownership and main businesses).
e. Foreign currencies
In preparing the financial statements of each individual entity, transactions in currencies other than the
entity’s functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing
at the dates of the transactions.
At the end of each reporting period, monetary items denominated in foreign currencies are retranslated
at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or
translation are recognized in profit or loss in the period in which they arise.
Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated
at the rates prevailing at the date when fair value was determined. Exchange differences arising from
the retranslation of non-monetary items are included in profit or loss for the period except for exchange
differences arising from the retranslation of non-monetary items in respect of which gains and losses are
recognized directly in other comprehensive income; in which cases, the exchange differences are also
recognized directly in other comprehensive income.
Non-monetary items that are measured at historical cost in a foreign currency are translated using the
exchange rate at the date of the transaction (i.e., not retranslated).
For the purposes of presenting consolidated financial statements, the assets and liabilities of the Group’s
foreign operations (including subsidiaries, associates and joint venture in other countries that use
currencies which are different from the currency of the Company) are translated into the New Taiwan
dollars using exchange rates prevailing at the end of the reporting period. Income and expense items are
translated at the average exchange rates for the period. The resulting currency translation differences are
recognized in other comprehensive income (attributed to the owners of the Company and
non-controlling interests as appropriate).
On the disposal of a foreign operation (i.e., a disposal of the Company’s entire interest in a foreign
operation, or a disposal involving the loss of control over a subsidiary that includes a foreign operation,
or a partial disposal of an interest in a joint arrangement or an associate that includes a foreign operation
of which the retained interest becomes a financial asset), all of the exchange differences accumulated in
equity in respect of that operation attributable to the owners of the Company are reclassified to profit or
loss.
2019
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f. Shipping fuel
Shipping fuel is stated at the lower of cost or net realizable value. Any write-down is made item by
item. Shipping fuel is recorded at weighted-average cost.
An associate is an entity over which the Group has significant influence and which is neither a
subsidiary nor an interest in a joint venture. A joint venture is a joint arrangement whereby the Group
and other parties that have joint control of the arrangement have rights to the net assets of the
arrangement.
The Group uses the equity method to account for its investments in associates and joint ventures.
Under the equity method, investments in an associate and a joint venture are initially recognized at cost
and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive
income of the associate and joint venture. The Group also recognizes the changes in the Group’s share
of the equity of associates and joint ventures attributable to the Group.
Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable
assets and liabilities of an associate or a joint venture at the date of acquisition is recognized as
goodwill, which is included within the carrying amount of the investment and is not amortized.
When the Group’s share of losses of an associate and a joint venture equals or exceeds its interest in
that associate and joint venture (which includes any carrying amount of the investment accounted for
using the equity method and long-term interests that, in substance, form part of the Group’s net
investment in the associate and joint venture), the Group discontinues recognizing its share of further
loss, if any. Additional losses and liabilities are recognized only to the extent that the Group has
incurred legal obligations, or constructive obligations, or made payments on behalf of that associate and
joint venture.
The entire carrying amount of the investment (including goodwill) is tested for impairment as a single
asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is
not allocated to any asset, including goodwill that, forms part of the carrying amount of the investment.
Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the
investment subsequently increases.
The Group discontinues the use of the equity method from the date on which its investment ceases to be
an associate and a joint venture. Any retained investment is measured at fair value at that date, and the
fair value is regarded as the investment’s fair value on initial recognition as a financial asset. The
difference between the previous carrying amount of the associate and the joint venture attributable to
the retained interest and its fair value is included in the determination of the gain or loss on disposal of
the associate and the joint venture. The Group accounts for all amounts previously recognized in other
comprehensive income in relation to that associate and joint venture on the same basis as would be
required had that associate directly disposed of the related assets or liabilities.
Property, plant and equipment are initially measured at cost and subsequently measured at cost less
accumulated depreciation and accumulated impairment loss. Before January 1, 2019, property, plant
and equipment also included assets held under finance leases.
Property, plant and equipment in the course of construction are measured at cost less any recognized
impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such
assets are depreciated and classified to the appropriate categories of property, plant and equipment
when completed and ready for intended use.
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Except for freehold land which is not depreciated, the depreciation of property, plant and equipment is
recognized using the straight-line method. Each significant part is depreciated separately. For assets
which were held under finance leases before January 1, 2019, if their respective lease terms are shorter
than their useful lives, such assets are depreciated over their lease terms. The estimated useful lives,
residual values and depreciation methods are reviewed at the end of each reporting period, with the
effects of any changes in the estimates accounted for on a prospective basis.
On derecognition of an item of property, plant and equipment, the difference between the sales proceeds
and the carrying amount of the asset is recognized in profit or loss.
i. Investment properties
Investment properties are properties held to earn rentals and/or for capital appreciation. Investment
properties include land held for a currently undetermined future use.
Freehold investment properties are measured initially at cost, including transaction costs, and are
subsequently measured using the fair value model. Changes in the fair value of investment properties
are included in profit or loss for the period in which they arise.
On derecognition of an investment property, the difference between the net disposal proceeds and the
carrying amount of the asset is included in profit or loss.
j. Intangible assets
Intangible assets with finite useful lives that are acquired separately are initially measured at cost
and subsequently measured at cost less accumulated amortization and accumulated impairment loss.
Amortization is recognized on a straight-line basis. The estimated useful life, residual value, and
amortization method are reviewed at the end of each reporting period, with the effect of any
changes in estimate accounted for on a prospective basis. Intangible assets with indefinite useful
lives that are acquired separately are measured at cost less accumulated impairment loss.
On derecognition of an intangible asset, the difference between the net disposal proceeds and the
carrying amount of the asset is recognized in profit or loss.
At the end of each reporting period, the Group reviews the carrying amounts of its tangible and
intangible assets to determine whether there is any indication that those assets have suffered an
impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order
to determine the extent of the impairment loss. When it is not possible to estimate the recoverable
amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit
to which the asset belongs. Corporate assets are allocated to the smallest group of cash-generating units
on a reasonable and consistent basis of allocation.
The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable
amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying
amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting
impairment loss recognized in profit or loss.
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When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset or
cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent
of the carrying amount that would have been determined had no impairment loss been recognized on
the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit
or loss.
l. Financial instruments
Financial assets and financial liabilities are recognized when the Group becomes a party to the
contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are
directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than
financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the
financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly
attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized
immediately in profit or loss.
1) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade
date basis.
a) Measurement categories
Financial assets are classified into the following categories: Financial assets at FVTPL, financial
assets at amortized cost and equity instruments at FVTOCI.
Financial assets are classified as at FVTPL when such a financial asset is mandatorily
classified or designated as at FVTPL. Financial assets mandatorily classified as at FVTPL
include investments in equity instruments which are not designated as at FVTOCI.
Financial assets at FVTPL are subsequently measured at fair value, and any dividends or
interest earned on such financial assets are recognized in other income; any remeasurement
gains or losses on such financial assets are recognized in other gains or losses. Fair value is
determined in the manner described in Note 35.
Financial assets that meet the following conditions are subsequently measured at amortized
cost:
i) The financial asset is held within a business model whose objective is to hold financial
assets in order to collect contractual cash flows; and
ii) The contractual terms of the financial asset give rise on specified dates to cash flows
that are solely payments of principal and interest on the principal amount outstanding.
Subsequent to initial recognition, financial assets at amortized cost, including cash and cash
equivalents, notes receivables and trade receivables at amortized cost and time deposits with
original maturities of more than 3 months, restricted bank balance, deposits of stand-by
letter of credit, other receivables and long-term receivables are measured at amortized cost,
which equals the gross carrying amount determined using the effective interest method less
any impairment loss. Exchange differences are recognized in profit or loss.
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A financial asset is credit impaired when one or more of the following events have occurred:
iii) It is becoming probable that the borrower will enter bankruptcy or undergo a financial
reorganization; or
iv) The disappearance of an active market for that financial asset because of financial
difficulties.
Cash equivalents include time deposits and bills with repurchase agreement with original
maturities within 3 months from the date of acquisition, which are highly liquid, readily
convertible to a known amount of cash and are subject to an insignificant risk of changes in
value. These cash equivalents are held for the purpose of meeting short-term cash
commitments.
On initial recognition, the Group may make an irrevocable election to designate investments
in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the
equity investment is held for trading or if it is contingent consideration recognized by an
acquirer in a business combination.
Investments in equity instruments at FVTOCI are subsequently measured at fair value with
gains and losses arising from changes in fair value recognized in other comprehensive
income and accumulated in other equity. The cumulative gain or loss will not be reclassified
to profit or loss on disposal of the equity investments; instead, it will be transferred to
retained earnings.
Dividends on these investments in equity instruments are recognized in profit or loss when
the Group’s right to receive the dividends is established, unless the dividends clearly
represent a recovery of part of the cost of the investment.
The Group recognizes a loss allowance for expected credit losses on financial assets at
amortized cost (including trade receivables), finance lease receivable, other receivables, as well
as contract assets.
The Group always recognizes lifetime expected credit losses (ECLs) for trade receivables,
finance lease receivables, other receivables and contract assets. For all other financial
instruments, the Group recognizes lifetime ECLs when there has been a significant increase in
credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument
has not increased significantly since initial recognition, the Group measures the loss allowance
for that financial instrument at an amount equal to 12-month ECLs.
Expected credit losses reflect the weighted average of credit losses with the respective risks of
default occurring as the weights. Lifetime ECLs represent the expected credit losses that will
result from all possible default events over the expected life of a financial instrument. In
contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from
default events on a financial instrument that are possible within 12 months after the reporting
date.
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For internal credit risk management purposes, the Group determines that when internal or
external information show that the debtor is unlikely to pay its creditors, it is indicated that a
financial asset is in default (without taking into account any collateral held by the Group).
The impairment loss of all financial assets is recognized in profit or loss by a reduction in their
carrying amounts through a loss allowance account.
The Group derecognizes a financial asset only when the contractual rights to the cash flows
from the asset expire or when it transfers the financial asset and substantially all the risks and
rewards of ownership of the asset to another party.
If the Group neither transfers nor retains substantially all the risks and rewards of ownership and
continues to control the transferred asset, the Group recognizes its retained interest in the asset
and any associated liability for amounts it may have to pay.
On derecognition of a financial asset at amortized cost in its entirety, the difference between the
asset’s carrying amount and the sum of the consideration received and receivable is recognized
in profit or loss. On derecognition of an investment in an equity instrument at FVTOCI, the
difference between the asset’s carrying amount and the sum of the consideration received and
receivable is recognized in profit or loss, and the cumulative gain or loss which had been
recognized in other comprehensive income is transferred directly to retained earnings, without
recycling through profit or loss.
2) Equity instruments
Debt and equity instruments issued by the Group are classified as either financial liabilities or as
equity in accordance with the substance of the contractual arrangements and the definitions of a
financial liability and an equity instrument.
Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue
costs.
The repurchase of the Company’s own equity instruments is recognized in and deducted directly
from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or
cancellation of the Company’s own equity instruments.
3) Financial liabilities
a) Subsequent measurement
Except the following situation, all the financial liabilities are measured at amortized cost using
the effective interest method:
Financial liabilities are classified as at FVTPL when the financial liabilities are held for trading.
Financial liabilities held for trading are stated at fair value, and any remeasurement gains or
losses on such financial liabilities are recognized in profit or loss. Fair value is determined in the
manner described in Note 35.
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The difference between the carrying amount of the financial liability derecognized and the
consideration paid, including any non-cash assets transferred or liabilities assumed, is
recognized in profit or loss.
4) Convertible bonds
The component parts of compound instruments (i.e., mandatory convertible bonds and convertible
bonds) issued by the Group are classified separately as financial liabilities and equity in accordance
with the substance of the contractual arrangements and the definitions of a financial liability and an
equity instrument.
On initial recognition, the fair value of the liability component is estimated using the prevailing
market interest rate for similar non-convertible instruments. This amount is recorded as a liability
on an amortized cost basis using the effective interest method until extinguished upon conversion or
upon the instrument’s maturity date. Any embedded derivative liability is measured at fair value.
The conversion option classified as equity is determined by deducting the amount of the liability
component from the fair value of the compound instrument as a whole. This is recognized and
included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the
conversion option classified as equity will remain in equity until the conversion option is exercised,
in which case, the balance recognized in equity will be transferred to capital surplus - share
premiums. When the conversion option remains unexercised at maturity, the balance recognized in
equity will be transferred to capital surplus - share premiums.
Transaction costs that relate to the issue of the convertible notes are allocated to the liability and
equity components in proportion to the allocation of the gross proceeds. Transaction costs relating
to the equity component are recognized directly in equity. Transaction costs relating to the liability
component are included in the carrying amount of the liability component, and amortize by using
the effective method in subsequent periods.
The Group enters into a variety of derivative financial instruments to manage its exposure to foreign
exchange rate and oil price variation risks, including foreign currency option, oil swap and oil swap
option.
Derivatives are initially recognized at fair value at the date on which the derivative contracts are
entered into and are subsequently remeasured to their fair value at the end of each reporting period.
The resulting gain or loss is recognized in profit or loss immediately unless the derivative is
designated and effective as a hedging instrument, in which event the timing of the recognition in
profit or loss depends on the nature of the hedging relationship. When the fair value of derivative
financial instrument is positive, the derivative is recognized as a financial asset; when the fair value
of derivative financial instruments is negative, the derivative is recognized as a financial liability.
Derivatives embedded in hybrid contracts that contain financial asset hosts that is within the scope
of IFRS 9 are not separated; instead, the classification is determined in accordance with the entire
hybrid contract. Derivatives embedded in non-derivative host contracts that are not financial assets
that is within the scope of IFRS 9 (e.g. financial liabilities) are treated as separate derivatives when
they meet the definition of a derivative; their risks and characteristics are not closely related to those
of the host contracts; and the host contracts are not measured at FVTPL.
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m. Hedge accounting
The Group designates certain hedging instruments, which include non-derivatives in respect of foreign
currency risk, as cash flow hedges. Hedges of foreign exchange risk on firm commitments are
accounted for as cash flow hedges.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash
flow hedges is recognized in other comprehensive income. The gains or losses relating to the ineffective
portion are recognized immediately in profit or loss.
The associated gains or losses that were recognized in other comprehensive income are reclassified
from equity to profit or loss as reclassification adjustments in the line items relating to the related
hedged item in the same period in which the hedged item affects profit or loss. If a hedge of a
forecasted transaction subsequently results in the recognition of a non-financial asset or a non-financial
liability, the associated gains and losses that were recognized in other comprehensive income are
removed from equity and included in the initial cost of the non-financial asset or non-financial liability.
The Group discontinues hedge accounting only when the hedging relationship ceases to meet the
qualifying criteria; for instance, when the hedging instrument expires or is sold, terminated or exercised.
The cumulative gain or loss on the hedging instrument that was previously recognized in other
comprehensive income (from the period in which the hedge was effective) remains separately in equity
until the forecasted transaction occurs. When a forecasted transaction is no longer expected to occur, the
gains or losses accumulated in equity are recognized immediately in profit or loss.
n. Provisions
Provisions are measured at the best estimate of the discounted cash flows of the consideration required
to settle the present obligation at the end of the reporting period, taking into account the risks and
uncertainties surrounding the obligation.
1) Onerous contracts
Onerous contracts are those in which the Group’s unavoidable costs of meeting the contractual
obligations exceed the economic benefits expected to be received from the contract. The present
obligations arising under onerous contracts are recognized and measured as provisions.
2) Dismantling provisions
The costs of property, plant and equipment include in the initial estimate of related provisions of
dismantling, removing and restoring the item when acquired.
o. Revenue recognition
The Group identifies contracts with customers, allocates the transaction price to the performance
obligations and recognizes revenue when performance obligations are satisfied.
For contracts entered into with the same customer (or related parties of the customer) at or near the
same time, those contracts are accounted for as a single contract if the services promised in the
contracts are a single performance obligation.
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VI. Overview of the Company’s Financial Status
Revenue from contracts with customers comes from providing container shipping services. As the
Group provides container shipping services, customers simultaneously receive and consume the
benefits provided by the Group’s performance. The Group recognizes the cargo revenue and
contract asset on the basis of the percentage-of-completion. The contract assets are reclassified to
trade receivables when the voyage is completed.
Terminal and stevedoring revenue is recognized when the service is provided; berthing revenue
is recognized by the reference to berthing hour and at berthing rate.
Forwarder revenues are recognized upon the completion of packing for shipment. The revenues
from cargo arrangement services are recognized upon the completion of service.
Other service revenue is recognized on an accrual basis during the service is rendered or upon
the completion of service.
p. Leasing
2019
At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.
For a contract that contains a lease component and non-lease components, the Group allocates the
consideration in the contract to each component on the basis of the relative stand-alone price and
accounts for each component separately.
Leases are classified as finance leases whenever the terms of a lease transfer substantially all the
risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
When the Group subleases a right-of-use asset, the sublease is classified by reference to the
right-of-use asset arising from the head lease, not with reference to the underlying asset. However,
if the head lease is a short-term lease that the Group, as a lessee, has accounted for applying
recognition exemption, the sublease is classified as an operating lease.
Under finance leases, the lease payments comprise fixed payments. The net investment in a lease is
measured at (a) the present value of the sum of the lease payments receivable by a lessor and any
unguaranteed residual value accrued to the lessor plus (b) initial direct costs and is presented as a
finance lease receivable. Finance lease income is allocated to the relevant accounting periods so as
to reflect a constant, periodic rate of return on the Group’s net investment outstanding in respect of
leases.
Lease payments (less any lease incentives payable) from operating leases are recognized as income
on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining
operating leases are added to the carrying amounts of the underlying assets and recognized as
expenses on a straight-line basis over the lease terms.
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Variable lease payments that do not depend on an index or a rate are recognized as income in the
periods in which they are incurred.
The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement
date of a lease, except for short-term leases and low-value asset leases accounted for applying a
recognition exemption where lease payments are recognized as expenses on a straight-line basis
over the lease terms.
Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease
liabilities adjusted for lease payments made at or before the commencement date, plus any initial
direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any
lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated
depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities.
Right-of-use assets are presented on a separate line in the consolidated balance sheets.
Right-of-use assets are depreciated using the straight-line method from the commencement dates to
the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.
However, if leases transfer ownership of the underlying assets to the Group by the end of the lease
terms or if the costs of right-of-use assets reflect that the Group will exercise a purchase option, the
Group depreciates the right-of-use assets from the commencement dates to the end of the useful
lives of the underlying assets.
Lease liabilities are initially measured at the present value of the lease payments, which comprise
fixed payments, in-substance fixed payments, variable lease payments which depend on an index or
a rate, residual value guarantees, the exercise price of a purchase option if the Group is reasonably
certain to exercise that option, less any lease incentives receivable. The lease payments are
discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that
rate cannot be readily determined, the Group uses the lessee’s incremental borrowing rate.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method,
with interest expense recognized over the lease terms. When there is a change in a lease term, the
Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets.
However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount
of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line
in the consolidated balance sheets.
Variable lease payments that do not depend on an index or a rate are recognized as expenses in the
periods in which they are incurred.
For sale and leaseback transactions, if the transfer of an asset satisfies the requirements of IFRS 15
to be accounted for as a sale, the Group recognizes only the amount of any gain or loss which
relates to the rights transferred to the buyer-lessor, and adjusts the off-market terms to measure the
sale proceeds at fair value. If the transfer does not satisfy the requirements of IFRS 15 to be
accounted for as a sale, it is accounted for as a financing transaction.
2018
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks
and rewards of ownership to the lessee. All other leases are classified as operating leases.
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VI. Overview of the Company’s Financial Status
Rental income from operating leases is recognized on a straight-line basis over the term of the
relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added
to the carrying amount of the leased asset and amortized on a straight-line basis over the lease term.
Assets held under finance leases are initially recognized as assets of the Group at their fair value at
the inception of the lease or, if lower, at the present value of the minimum lease payments. The
corresponding liability to the lessor is included in the consolidated balance sheets as a finance lease
obligation.
Finance expenses implicit in lease payments for each period are recognized immediately in profit or
loss, unless they are directly attributable to qualifying assets; in which case, they are capitalized.
Operating lease payments are recognized as an expense on a straight-line basis over the lease term.
If a sale and leaseback results in an operating lease, and it is clear that the transaction is established
at fair value, any profit or loss should be recognized immediately. If the sale price is below fair
value, any profit or loss should be recognized immediately except that, if the loss is compensated by
future lease payments at below market price, it should be deferred and amortized in proportion to
the lease payments over the period for which the asset is expected to be used. If the sale price is
above fair value, the excess over fair value should be deferred and amortized over the period for
which the asset is expected to be used.
q. Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets
are added to the cost of those assets, until such time as the assets are substantially ready for their
intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their
expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.
Other than that which is stated above, all other borrowing costs are recognized in profit or loss in the
period in which they are incurred.
r. Employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted
amount of the benefits expected to be paid in exchange for the related service.
2) Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as an expense when
employees have rendered service entitling them to the contributions.
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Defined benefit costs (including service cost, net interest and remeasurement) under the defined
benefit retirement benefit plans are determined using the projected unit credit method. Service cost
(including current service cost and past service cost) and net interest on the net defined benefit
liability are recognized as employee benefits expense in the period in which they occur or when the
plan amendment or curtailment occurs. Remeasurement, comprising actuarial gains and losses and
the return on plan assets (excluding interest), is recognized in other comprehensive income in the
period in which they occur. Remeasurement recognized in other comprehensive income is reflected
immediately in retained earnings and will not be reclassified to profit or loss.
Net defined benefit liability (asset) represents the actual deficit (surplus) in the Group’s defined
benefit plan. Any surplus resulting from this calculation is limited to the present value of any
refunds from the plans or reductions in future contributions to the plans.
Other long-term employee benefits are accounted for in the same way as the accounting required for
a defined benefit plan except that remeasurement is recognized in profit or loss.
4) Termination benefits
A liability for a termination benefit is recognized at the earlier of when the Group can no longer
withdraw the offer of the termination benefit and when the Group recognizes any related
restructuring costs.
s. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
1) Current tax
According to the Income Tax Law, an additional tax on unappropriated earnings is provided for in
the year the shareholders approve to retain the earnings.
Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax
provision.
2) Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and
liabilities and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax
assets are generally recognized for all deductible temporary differences and unused loss carry
forward to the extent that it is probable that taxable profits will be available against which those
deductible temporary differences can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments
in subsidiaries and associates, except where the Group is able to control the reversal of the
temporary difference and it is probable that the temporary difference will not reverse in the
foreseeable future. Deferred tax assets arising from deductible temporary differences associated
with such investments and interests are recognized only to the extent that it is probable that there
will be sufficient taxable profits against which to utilize the benefits of the temporary differences
and they are expected to reverse in the foreseeable future.
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VI. Overview of the Company’s Financial Status
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and
reduced to the extent that it is no longer probable that sufficient taxable profits will be available to
allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also
reviewed at the end of each reporting period and recognized to the extent that it has become
probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the
period in which the liabilities are settled or the assets are realized, based on tax rates (and tax laws)
that have been enacted or substantively enacted by the end of the reporting period. The
measurement of deferred tax liabilities and assets reflects the tax consequences that would follow
from the manner in which the Group expects, at the end of the reporting period, to recover or settle
the carrying amount of its assets and liabilities. If investment properties measured using the fair
value model are non-depreciable assets, or are held under a business model whose objective is not
to consume substantially all of the economic benefits embodied in the assets over time, the carrying
amounts of such assets are presumed to be recovered entirely through sale.
Current and deferred taxes are recognized in profit or loss, except when they relate to items that are
recognized in other comprehensive income or directly in equity, in which case, the current and
deferred taxes are also recognized in other comprehensive income or directly in equity, respectively.
In the application of the Group’s accounting policies, management is required to make judgments, estimates
and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on historical experience and other factors that
are considered relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognized in the period in which the estimate is revised if the revision affects only that period
or in the period of the revision and future periods if the revision affects both current and future periods.
The Group’s major operating assets are ships and containers, terminal construction and equipment,
other intangible assets, right-of-use assets and prepayments for equipment. At the end of each reporting
period, the Group reviews the carrying amounts of its tangible and intangible assets to determine
whether there is any indication that those assets have suffered an impairment loss.
When assessing for impairment, the Group relies on subjective judgments, such as the usage of assets
and business environment to determine expected cash flows, useful life and future gains and losses
generated from these assets. Significant impairment may result from economic changes, fluctuation of
the assets’ value or changes in the Group’s strategy.
b. Revenue recognition
Revenue from delivery service is recognized under the percentage-of-completion method. The Group
evaluates the percentage-of-completion and estimates the revenue and related costs as of the financial
reporting date.
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6. CASH AND CASH EQUIVALENTS
December 31
2019 2018
$ 17,177,339 $ 17,399,750
The market rate intervals of time deposits and repurchase agreements collateralized by bonds at the end of
the reporting period were as follows:
December 31
2019 2018
December 31
2019 2018
$ 327,451 $ 262,576
$ 67,549 $ 37,460
The Group’s purpose for trading oil swap and oil swap option was to reduce the cost burden from oil price
increase. The Group entered into oil swap and oil swap option contracts. The contracts were settled in
US$431 thousand and US$0 thousand every month for the years ended December 31, 2019 and 2018,
respectively. The terms of the derivatives mentioned above did not qualify as effective hedging instruments,
thus hedge accounting was not applied.
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VI. Overview of the Company’s Financial Status
Outstanding oil swap and oil swap option contracts at the end of reporting periods were as follows:
Unsettled Amount
Maturity Date Notional Amount Fair Value
December 31
2019 2018
$ 1,772,893 $ 1,701,701
These investments in equity instruments are not held for trading. Instead, they are held for medium to
long-term strategic purposes. Accordingly, the management elected to designate these investments in equity
instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair
value in profit or loss would not be consistent with the Group’s strategy of holding these investments for
long-term purposes.
Dividends of $93,106 thousand and $50,487 thousand were recognized during 2019 and 2018, respectively.
December 31
2019 2018
Time deposits with original maturity of more than 3 months (a) $ 505,340 $ 545,467
Deposits of stand-by letter of credit (Notes 25 and 37) 2,883,329 3,078,116
Restricted bank balance (Note 37) 301,288 281,736
Corporate bonds (b) 20,000 -
$ 3,709,957 $ 3,905,319
a. The ranges of interest rates for time deposits with original maturities of more than 3 months were
approximately 1.00%-8.30% and 0.15%-24.25% per annum as of December 31, 2019 and 2018,
respectively.
b. In June 2019, the Group purchased corporate bonds issued by Cathay Life Insurance Co., Ltd. at a par
value of $20,000 thousand with a coupon rate and an effective interest rate of both 3.00%.
2019
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10. NOTES RECEIVABLE AND TRADE RECEIVABLES
December 31
2019 2018
Trade receivables
At amortized cost
Trade receivable - non-related parties $ 10,016,025 $ 8,240,614
Trade receivable - related parties 145,741 248,268
Less: Allowance for impairment loss (50,419) (37,076)
$ 10,111,347 $ 8,451,806
The average credit period of notes receivable and trade receivables from cargo business is 14 to 28 days.
For logistics, terminal, and warehousing services, the average credit period is within 90 days.
The Group measures the loss allowance for notes receivable, trade receivable, and contract assets at an
amount equals to lifetime ECLs. The expected credit losses on notes receivable, trade receivables and
contract assets are estimated using a provision matrix by reference to past default experience of the debtor
and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the
industry in which the debtors operate and an assessment of both the current as well as the forecast direction
of economic conditions at the reporting date. As the Group’s historical credit loss experience does not show
significantly different loss patterns for different customer segments, and the Group’s customers are
scattered around the world and not related to each other. The management believes there is no significant
concentration of credit risk for trade receivables. The provision for loss allowance based on past due status
is not further distinguished according to the Group’s different customer base. The Group recognize contract
assets by completion ratio of transportation. According to historical experience, the completion of
transportation period is within 60 days. The recognition method of the Group to assess contract assets
which have expected credit loss is same as the trade receivables, and to assess within 60 days after invoice
date.
The Group writes off a notes receivable, trade receivables and contract assets when there is information
indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For
trade receivables, notes receivables and contract asset that have been written off, the Group continues to
engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these
are recognized in profit or loss.
For the notes receivable and trade receivables balances that were past due at the end of the reporting period,
the Group did not recognize an allowance for impairment loss, because there was not a significant change
in credit quality and the amounts were still considered recoverable. The Group acquired bank’s guaranteed
letter from agencies or received security deposit from clients; for the rest of the receivables, the Group did
not hold any collateral or other credit enhancements for these balances.
2019
146 ANNUAL REPORT
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VI. Overview of the Company’s Financial Status
The following table details the loss allowance of notes receivable and trade receivables based on the
Group’s provision matrix.
Expected credit loss rate 0.00%-0.50% 0.50%-1.59% 0.50%-5.09% 0.50%-10.09% 0.50%-20.09% 100%
Gross carrying amount $ 9,891,290 $ 167,922 $ 72,561 $ 15,904 $ 8,538 $ 10,343 $ 10,166,558
Loss allowance (Lifetime
ECLs) (35,438 ) (2,382 ) (1,740 ) (277 ) (239 ) (10,343 ) (50,419 )
Expected credit loss rate 0.00%-0.51% 0.50%-1.51% 0.50%-5.00% 0.50%-10.01% 0.50%-20.01% 100%
Gross carrying amount $ 8,153,105 $ 203,328 $ 89,503 $ 19,805 $ 24,512 $ 6,163 $ 8,496,416
Loss allowance (Lifetime
ECLs) (24,279 ) (1,960 ) (1,332 ) (1,690 ) (1,652 ) (6,163 ) (37,076 )
The movements of the loss allowance of notes receivable and trade receivables were as follows:
December 31
2019 2018
2019
December 31,
2019
Undiscounted lease payments
Year 1 $ 22,011
Year 2 22,011
Year 3 22,011
Year 4 22,011
Year 5 22,011
Year 6 onwards 88,041
198,096
Less: Unearned finance income (11,263)
Current $ 19,675
Non-current $ 167,158
2019
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The Group has been subleasing its container yard located in Keelung with monthly fixed lease payments of
$1,834 thousand. As the Group subleases the container yard for all the remaining lease term of the main
lease to the sublessee, the sublease contract is classified as a finance lease.
The interest rates inherent in leases are fixed at the contract dates for the entire term of the lease. The
interest rate inherent in the finance lease was approximately 1.33% per annum as of December 31, 2019.
The Group measures the loss allowance for finance lease receivables at an amount equal to lifetime ECLs.
The respective leased equipment served as collateral for the finance lease receivables. As of December 31,
2019, no finance lease receivable was past due. The Group has not recognized a loss allowance for finance
lease receivables after taking into consideration the historical default experience and the future prospects of
the industries in which the lessees operate, together with the value of collateral held over these finance lease
receivables.
December 31
2019 2018
The cost of shipping fuel recognized as operating cost for the years ended December 31, 2019 and 2018,
was $23,635,901 thousand and $24,080,596 thousand, respectively.
The cost of shipping fuel recognized as operating cost for the years ended December 31, 2019 and 2018
included reversals of shipping fuel write-downs of $133,789 thousand and shipping fuel write-downs
$91,276 thousand, respectively. Previous write-downs were reversed as a result of increased profit from
marine operations.
13. SUBSIDIARIES
Proportion of Ownership
(%)
December 31
Investor Investee Nature of Activities 2019 2018 Note
Yang Ming Marine Yang Ming Line (B.V.I.) Holding Investment, shipping agency, 100.00 100.00
Transport Corporation Co., Ltd. (YML-BVI) forwarding agency and shipping
managers
〃 Yang Ming Line (Singapore) Pte. Investment, shipping service, 100.00 100.00
Ltd. (YML-Singapore) chartering, sale and purchase of
ships; and forwarding agency
〃 Ching Ming Investment Corp. Investment 100.00 100.00
(Ching Ming)
〃 All Oceans Transportation Inc. Shipping agency, forwarding agency 100.00 100.00
(AOT) and shipping managers
〃 Yes Logistics Corp. (Yes Logistics) Warehouse operation and forwarding 50.00 50.00
agency
〃 Kuang Ming Shipping Corp. (Kuang Shipping service, shipping agency and 98.88 98.52 Note a
Ming) forwarding agency
〃 Honming Terminal & Stevedoring Terminal operation and stevedoring 79.17 79.17
Co., Ltd. (Honming)
〃 Jing Ming Transportation Co., Ltd. Container transportation 50.98 50.98
(Jing Ming)
(Continued)
2019
148 ANNUAL REPORT
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VI. Overview of the Company’s Financial Status
Proportion of Ownership
(%)
December 31
Investor Investee Nature of Activities 2019 2018 Note
〃 Yang Ming Line Holding Co. (YML Investment, shipping agency, 100.00 100.00
Holding) forwarding agency and shipping
managers
〃 Yang Ming (Liberia) Corp. (Yang Shipping agency, forwarding agency - 100.00 Note b
Ming-Liberia) and shipping managers
Ching Ming Honming Terminal operation and stevedoring 20.83 20.83
〃 Yes Logistics Warehouse operation and forwarding 46.36 46.36
agency
YML Holding Yang Ming (America) Co. (Yang Shipping agency, forwarding agency 100.00 100.00
Ming-America) and shipping managers
〃 Triumph Logistics, Inc. Container transportation 100.00 100.00 Note m
〃 Topline Transportation, Inc. Container transportation 100.00 100.00 Note m
〃 Transcont Intermodal Logistics, Inc. Inland forwarding agency 100.00 100.00
〃 Yang Ming Shipping (Canada) Ltd. Shipping agency, forwarding agency 100.00 100.00
and shipping managers
YML-BVI Yang Ming Line N.V. (YML-NV). Investment, shipping agency, 100.00 100.00
forwarding agency and shipping
managers
YML-NV Yang Ming Line B.V. (YML-BV) Investment, shipping agency, 100.00 100.00
forwarding agency and shipping
managers
YML-BV Yangming (UK) Ltd. Shipping agency, forwarding agency 100.00 100.00
(Yangming-UK) and shipping managers
〃 Yang Ming Shipping Europe GmbH Shipping agency, forwarding agency 100.00 100.00
and shipping managers
〃 Yang Ming Italy S.p.A. (Yang Shipping agency 50.00 50.00
Ming-Italy)
〃 Yang Ming (Netherlands) B.V. Shipping agency 100.00 100.00
〃 Yang Ming (Belgium) N.V. Shipping agency 89.92 89.92
〃 Yang Ming (Russia) LLC. Shipping agency 60.00 60.00
〃 Yang Ming (Spain), S.L. Shipping agency 60.00 60.00
〃 Yang Ming (MEDITERRANEAN) Shipping agency, forwarding agency 100.00 100.00 Note c
Marine Services Single-Member and shipping managers
Limited Liability Company
Yangming (Netherlands) Yang Ming (Belgium) N.V. Shipping agency 10.08 10.08
B.V.
Yang Ming-Italy Yang Ming Naples S.r.l. Forwarding agency 60.00 60.00
YML-Singapore Young-Carrier Company Ltd. Investment, shipping agency, 100.00 100.00 Note d
forwarding agency and shipping
managers
〃 Yang Ming Shipping (B.V.I.) Inc. Forwarding agency and shipping 100.00 100.00
agency
〃 Yangming (Japan) Co., Ltd. Shipping services, chartering, sale and 100.00 100.00
(Yangming-Japan) purchase of ships, and forwarding
agency
〃 Sunbright Insurance Pte. Ltd. Insurance 100.00 100.00 Note e
〃 Yang Ming Line (Hong Kong) Ltd. Forwarding agency and shipping 100.00 100.00
agency
〃 Yangming Shipping (Singapore) Pte. Shipping agency, forwarding agency 100.00 100.00
Ltd. and shipping managers
〃 Yang Ming Line (M) Sdn. Bhd. Shipping agency, forwarding agency 100.00 100.00
and shipping managers
〃 Yang Ming Line (India) Pvt. Ltd. Shipping agency, forwarding agency 60.00 60.00
and shipping managers
〃 Yang Ming (Korea) Co., Ltd. Shipping agency, forwarding agency 60.00 60.00
and shipping managers
〃 Yang Ming Anatolia Shipping Shipping agency, forwarding agency 50.00 50.00
Agency S.A. (Yang Ming and shipping managers
Anatolia)
〃 Yang Ming Shipping (Vietnam) Co., Forwarding agency and shipping 100.00 100.00
Ltd. managers
〃 Yang Ming Shipping Philippines, Forwarding agency and shipping 100.00 100.00
Inc. (Yang Ming Philippines) managers
〃 Yang Ming (Latin America) Corp. Shipping agency, forwarding agency 100.00 100.00
and shipping managers
(Continued)
2019
- 38 - ANNUAL REPORT 149
Proportion of Ownership
(%)
December 31
Investor Investee Nature of Activities 2019 2018 Note
〃 Yang Ming Line (Thailand) Co., Shipping agency, forwarding agency 49.00 49.00
Ltd. (YML-Thailand) and shipping managers
〃 Yang Ming Line shipping (Thailand) Shipping agency 49.00 49.00 Note f
Co., Ltd.
〃 Yang Ming Insurance Co., Ltd. Insurance 100.00 - Note g
〃 PT Yang Ming Shipping Indonesia Shipping agency, forwarding agency 49.00 - Note h
(PT Yang Ming Indonesia) and shipping managers
〃 Huan Ming (Shanghai) International Shipping agency, forwarding agency 51.00 - Note i
Shipping Agency Co., Ltd. and shipping managers
YML-Thailand Yang Ming Line shipping (Thailand) Shipping agency 50.00 50.00 Note f
Co., Ltd.
Yang Ming Line YML-Thailand Shipping agency, forwarding agency 49.00 49.00 Note j
shipping (Thailand) and shipping managers
Co., Ltd.
Yangming (Japan) Manwa & Co., Ltd. Forwarding agency and shipping 100.00 100.00
agency
YMS-BVI Karlman Properties Limited Property agency 100.00 100.00
Kuang Ming Kuang Ming (Liberia) Corp. Forwarding agency 100.00 100.00
Yes Logistics Yes Logistics Corp. USA Shipping agency, forwarding agency 100.00 100.00
(Yes-USA) and shipping managers
〃 Yes Yangming Logistics Investment and subsidiaries 100.00 100.00
(Singapore) Pte. Ltd. management
(Yes-Singapore)
〃 Yes Logistics (Shanghai) Corp. Forwarding agency 69.80 69.80
(Yes-Shanghai)
〃 PT. YES Logistics Indonesia Forwarding agency 51.00 51.00 Note k
Yes-USA Yes Logistics (Shanghai) Corp. Forwarding agency 30.20 30.20
(Yes-Shanghai)
〃 Golden Logistics USA Corporation Container transportation 100.00 100.00
〃 Yes Logistics Europe GmbH Forwarding agency 100.00 100.00
(Yes-ERO)
Yes-Singapore Yes Logistics Company, Ltd. Forwarding agency 100.00 100.00
〃 Yes Logistics Benelux B.V. Forwarding agency 70.00 70.00
Yes-ERO Yes MLC GmbH Forwarding agency 100.00 100.00
Yes MLC GmbH Merlin Logistics GmbH Warehouse operation and logistics 100.00 100.00
Merlin Logistics GmbH YES Logistics Bulgaria Ltd. Cargo consolidation service and 100.00 100.00
forwarding agency
(Concluded)
Note a: The Group’s board of directors resolved in January 2019 to participate in the capital increase by
cash of Kuang Ming, which is the Group’s subsidiary, on March 8, 2019. The Group acquired
99,969 thousand shares in the total amount of $999,694 thousand, with a par value of $10. Its
shareholding ratio rose from 98.52% to 98.88% after the acquisition.
Note b: The Group’s board of directors resolved in November 2018 to liquidate Yang Ming (Liberia)
Corp. (Yang Ming-Liberia) in February 2019.
Note c: The Group’s board of directors resolved to establish Yang Ming (MEDITERRANEAN) Marine
Services Single-Member Limited Liablity Company in December 2017 and have completed
registration in March 2018.
Note d: The Group’s board of directors resolved to acquire 9% equity of Young-Carrier Company Ltd. in
May 2018. The shareholding ratio increased from 91% to 100% after the acquisition.
Note e: The Group’s board of directors resolved in January 2020 to liquidate Sunbright Insurance Co.,
Ltd.
Note f: The Group’s board of directors resolved to establish Yang Ming Line shipping (Thailand) Co.,
Ltd. in September 2017 and have completed registration in February 2018.
2019
150 ANNUAL REPORT
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VI. Overview of the Company’s Financial Status
Note g: The Group’s board of directors resolved to establish Yang Ming Insurance Co., Ltd. in February
2019 and have completed registration in May 2019.
Note h: The Group’s board of directors resolved to establish PT Yang Ming Shipping Indonesia in
November 2018 and have completed registration in March 2019.
Note i: The Group’s board of directors resolved to establish Huan Ming (Shanghai) International
Shipping Agency Co., Ltd. in December 2018 and have completed registration in October 2019.
Note j: The Group’s board of directors resolved to invest YML-Thailand in February 2018 and have
completed registration in April 2018.
Note k: The Group’s board of directors resolved to establish PT. YES Logistics Indonesia in February
2017 and have completed registration in January 2018.
Note l: The Group’s board of directors resolved to establish Yang Ming (France) SAS in August 2018
and have completed registration in January 2020.
Note m: The Group’s board of directors resolved in March 2020 to liquidate Triumph Logistics, Inc. and
Topline Transportation, Inc.
Although YMTC directly or indirectly owns less than 50% of shares with voting rights of Yang Ming-Italy,
Yang Ming Anatolia Shipping Agency S.A. and PT Yang Ming Shipping Indonesia, it should regard the
investees as its subsidiaries and incorporate the investees into the consolidated group under certain premises
which are as follows:
a. The Company has the right of control through owning more than 50% of the voting rights of the boards
of directors of the investees, and the boards of directors have control over the Company, or
b. The Company has the right of control over the investees’ finances, operations or human resources.
The financial statements of some insignificant consolidated entities as of and for the years ended December
31, 2019 and 2018 (PT. YES Logistics Indonesia., Yes Logistics Benelux B.V., Golden Logistics USA
Corporation, Yes Logistics Europe GmbH, YES MLC GmbH, Merlin Logistics GmbH and YES Logistics
Bulgaria) were unaudited. YMTC’s management believes that the unaudited financial statements of these
companies will not have material effect on the Group’s consolidated financial statements.
December 31
2019 2018
$ 7,956,320 $ 8,031,722
2019
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a. Investment in associates
December 31
2019 2018
$ 7,593,891 $ 7,647,957
Note a: The Group’s board of directors resolved to establish Taiwan Foundation International Pte.
Ltd. in August 2018 and had registered in October 2018.
Note b: The Group’s board of directors resolved to acquire 15% of PT. Formosa Sejati Logistics in
May 2018. The Group have a representative of the director and significant influence to the
company.
Note c: The Group’s board of directors resolved in August 2017 for a capital reduction for return of
cash of Transyang Shipping Pte. Ltd in January 2018 and liquidate in July 2018.
All the associates are accounted for using the equity method.
At December 31, 2019, the carrying amounts of SinoTrans PFS Cold Chain Logistics Co., Ltd., the
associate that is not individually material, is higher than the Level 3 fair value determined by using the
discounted cash flow method at the discount rate of 13.5%. An impairment loss recognized for the year
ended December 31, 2019 was $14,839 thousand.
2019
152 ANNUAL REPORT
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VI. Overview of the Company’s Financial Status
Except for Sino Trans PFS Cold Chain Logistics Co., Ltd. and Shanghai United Cold Chain logistics
Co., Ltd. in 2019 and Sino Trans PFS Cold Chain Logistics Co., Ltd., Shanghai United Cold Chain
logistics Co., Ltd. and Taiwan Foundation International Pte. Ltd. in 2018, investments accounted for by
the equity method and the share of profit or loss and other comprehensive income of those investments
were calculated based on the financial statements that have been audited. The management believes
there is no material impact on the equity method accounting or the calculation of the share of profit or
loss and other comprehensive income from the financial statements which have not been audited.
December 31
2019 2018
$ 362,429 $ 383,765
Note: The Group’s board of directors resolved to establish Yes And HQL Logistics Company in April
2018 and had registered in August 2018.
All the joint ventures are accounted for using the equity method.
The share of profit or loss of joint ventures and other comprehensive income (loss) of those investments
for the years ended December 31, 2019 and 2018 was based on the joint ventures’ financial statements
audited by the auditors for the same years.
December 31,
2019
$ 72,258,682
2019
- 42 - ANNUAL REPORT 153
a. Assets used by the Company - 2019
Container and Leasehold Miscellaneous Property under
Land Buildings Chassis Ships Leased Assets Improvements Equipment Construction Total
Cost
Balance at January 1, 2019 $ 691,283 $ 1,447,168 $ 25,443,295 $ 84,484,210 $ 6,713,243 $ 561,918 $ 3,489,955 $ - $ 122,831,072
Adjustments on initial
application of IFRS 16 - - - - (6,713,243 ) - - - (6,713,243 )
Balance at January 1, 2019
(restated) 691,283 1,447,168 25,443,295 84,484,210 - 561,918 3,489,955 - 116,117,829
Additions 6,252 99,311 4,953 597,617 - 5,777 124,033 1,832,528 2,670,471
Disposals - - (2,364,425 ) (97,621 ) - (1,306 ) (235,772 ) - (2,699,124 )
Transfers from assets leased
under operating leases - - - 4,814,435 - - - - 4,814,435
Transfer to assets leased under
operating leases - - - (2,289,741 ) - - - - (2,289,741 )
Reclassification - - 689,790 9,086 - 38 20,375 1,019,360 1,738,649
Effects of foreign currency
exchange differences (204 ) (16,644 ) (45 ) (128,762 ) - (336 ) (14,407 ) - (160,398 )
Balance at December 31, 2019 $ 697,331 $ 1,529,835 $ 23,773,568 $ 87,389,224 $ - $ 566,091 $ 3,384,184 $ 2,851,888 $ 120,192,121
Balance at January 1, 2019 $ - $ 521,543 $ 13,142,074 $ 34,151,744 $ 3,545,341 $ 465,874 $ 2,965,900 $ - $ 54,792,476
Adjustments on initial
application of IFRS 16 - - - - (3,545,341 ) - - - (3,545,341 )
Balance at January 1, 2019
(restated) 521,543 13,142,074 34,151,744 - 465,874 2,965,900 - 51,247,135
Disposals - - (2,096,431 ) (97,621 ) - (1,060 ) (233,020 ) - (2,428,132 )
Depreciation expenses - 30,453 1,504,479 3,909,211 - 21,897 133,559 - 5,599,599
Transfers from assets leased
under operating leases - - - 1,595,914 - - - - 1,595,914
Transfers to assets leased under
operating leases - - - (1,162,506 ) - - - - (1,162,506 )
Reclassification - - 689,790 - - (31 ) 31 - 689,790
Effects of foreign currency
exchange differences - (4,760 ) - (96,234 ) - (580 ) (12,145 ) - (113,719 )
Balance at December 31, 2019 $ - $ 547,236 $ 13,239,912 $ 38,300,508 $ - $ 486,100 $ 2,854,325 $ - $ 55,428,081
Carrying amounts at
December 31, 2019 $ 697,331 $ 982,599 $ 10,533,656 $ 49,088,716 $ - $ 79,991 $ 529,859 $ 2,851,888 $ 64,764,040
The above items of property, plant and equipment used by the Group are depreciated on a straight-line
basis over their estimated useful lives as follows:
Property, plant and equipment used by the Group and pledged as collateral for bank borrowings are set
out in Note 37.
Miscellaneous
Ship Equipment Total
Cost
2019
154 ANNUAL REPORT
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VI. Overview of the Company’s Financial Status
Miscellaneous
Ship Equipment Total
The maturity analysis of lease payments receivable under operating lease payments was as follows:
December 31,
2019
Year 1 $ 552,215
Year 2 5,479
Year 3 -
Year 4 onwards -
$ 557,694
At the end of the lease terms of ships under operating leases, the Group assessed the demand of voyage
line deployment to determine whether they should be reclassified to freehold or should be adjusted
based on the market rent to continue leasing. At the end of the lease terms of equipment under operating
leases, the Group adjusts the rent by market rent and continues leasing to reduce the risk of the residual
assets of the lease assets.
The above items of property, plant and equipment leased under operating leases are depreciated on a
straight-line basis over their estimated useful lives as follows:
Property, plant and equipment leased under operating leases and pledged as collateral for bank
borrowings are set out in Note 37.
2019
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c. 2018
Container and Leasehold Miscellaneous Property under
Freehold Land Buildings Chassis Ships Leased Assets Improvements Equipment Construction Total
Cost
Balance at January 1, 2018 $ 691,157 $ 1,437,787 $ 23,727,051 $ 96,795,540 $ 6,525,009 $ 544,323 $ 3,543,108 $ 347,683 $ 133,611,658
Additions - 319 2,739,802 754,323 - 24,125 116,564 519,566 4,154,699
Disposals - - (1,023,390 ) (252,796 ) - (17,333 ) (167,951 ) - (1,461,470 )
Reclassification - - - 379,696 - 10,030 4,744 (867,249 ) (472,779 )
Effect of foreign currency
exchange differences 126 9,062 (168 ) 385,868 188,234 773 935 - 584,830
Balance at December 31, 2018 $ 691,283 $ 1,447,168 $ 25,443,295 $ 98,062,631 $ 6,713,243 $ 561,918 $ 3,497,400 $ - $ 136,416,938
Accumulated depreciation
and impairment
Balance at January 1, 2018 $ - $ 485,309 $ 12,621,732 $ 33,073,103 $ 3,056,488 $ 433,444 $ 2,954,297 $ - $ 52,624,373
Disposals - - (920,527 ) (252,796 ) - (16,923 ) (142,494 ) - (1,332,740 )
Depreciation expenses - 31,152 1,440,869 4,386,864 403,552 48,934 160,512 - 6,471,883
Effect of foreign currency
exchange differences - 5,082 - 189,595 85,301 419 1,030 - 281,427
Balance at December 31, 2018 $ - $ 521,543 $ 13,142,074 $ 37,396,766 $ 3,545,341 $ 465,874 $ 2,973,345 $ - $ 58,044,943
Carrying amount at
December 31, 2018 $ 691,283 $ 925,625 $ 12,301,221 $ 60,665,865 $ 3,167,902 $ 96,044 $ 524,055 $ - $ 78,371,995
Operating leases relate to leases of freehold property, plant and equipment with lease terms between 1
to 5 years. All operating lease contracts contain market review clauses in the event that the lessees
exercise their options to extend. The lessees do not have bargain purchase options to acquire the assets
at the expiry of the lease periods.
The future minimum lease payments of non-cancellable operating leases are as follows:
December 31,
2018
$ 1,805,276
The above items of property, plant and equipment are depreciated on a straight-line basis over their
estimated useful life as follows:
The Group’s property, plant and equipment pledged as collaterals for the secured loans is set out in
Note 37.
2019
156 ANNUAL REPORT
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VI. Overview of the Company’s Financial Status
December 31,
2019
Carrying amounts
Land $ 2,032
Buildings 1,960,719
Container and chassis 446,288
Ships 54,925,410
Miscellaneous equipment 42,320
$ 57,376,769
$ 10,652,817
Income from the subleasing of right-of-use assets (presented in operating revenue) $ 1,269,577
As a result of the continued decline in Baltic Dry Index (BDI), the Group expected the future cash flows
from right-of-use assets of bulk shipping department to decrease. Therefore, the recoverable amount
will be lower than the carrying amount. The review led to the recognition of an impairment loss of
$193,524 thousand, which was recognized in operating costs for the year ended December 31, 2019.
The Group determined the recoverable amounts of the relevant right-of-use assets on the basis of their
value in use. The range of discount rate used in measuring the value in use was 5.71%-6.66% per
annum.
December 31,
2019
Carrying amounts
Current $ 2,894,785
Non-current $ 7,343,146
2019
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Financial liabilities designated as hedging
The Group designated certain USD-denominated lease liabilities as hedging instruments to hedge future
volatility of USD-denominated operating revenue, and the accounting treatment is applicable to cash
flow hedges. The information on the contracts is summarized as follow:
Carrying
Maturity Period Account Amount
Recognized in
Other Amount
Comprehensive Reclassified to
Income Profit or Loss
The range of discount rate for lease liabilities (including USD-denominated lease contracts designated
as hedge instruments) was as follows:
December 31,
2019
Land 1.14%
Buildings 0.95%-10.00%
Container and chassis 3.00%-3.87%
Ships 3.60%-7.24%
Miscellaneous equipment 1.00%-13.00%
Many of the ship leases across the Group contain extension options. These terms are used to maximize
operational flexibility in terms of managing contracts. When the rents are lower than the market price of
lease market, the Group will extent the lease term. These terms are not reflected in measuring lease
liabilities in many cases because the options are not reasonably certain to be exercised. The table below
summarizes potential future rental payments relating to periods following the exercise dates of
extension options.
Potential
Future Lease
Payments Not
Lease Included in Historical Rate
Liabilities Lease of Exercise of
Recognized Liabilities Extension
Containership Department (Discounted) (Discounted) Options
2019
158 ANNUAL REPORT
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VI. Overview of the Company’s Financial Status
The Group signed a leaseback contract of YM Uberty in August 2008. After evaluation in 2019, the
ship’s repurchase option price in the contract was higher than market price. The Group had sent ship
returning notification to the ship owner. However, according to the lease contract, if the Group does not
exercise the repurchase option, according to the Group’s evaluation, it could bear the risk of
compensation responsibility of approximately $1,077,322 thousand in the range of ship owner’s
creditor bank unsettle principal and interest after the term expires. The Group has recognized probable
maximum loss in 2019 according to conservative accounting standard.
The Group signed a leaseback contract of YM Utopia in December 2009. After evaluation in 2019, the
ship’s repurchase option price in the contract was higher than market price and the Group had returned
the ship to the ship owner in February 2020. However, the ship owner doesn’t have enough capital to
settle the creditor bank’s loan and may not have the ability to return the Group’s refundable deposits of
$310,866 thousand. The Group cannot reasonably estimate the recoverable amount of refundable
deposits. Hence, it recognized expected credit loss of refundable deposits of $310,866 thousand in 2019
according to conservative accounting standard.
d. Subleases
In addition to the sublease transactions described in Note 11, the other sublease transactions are set out
below.
The Group subleases its right-of-use assets for property, plant and equipment under operating leases
with lease terms between 1 to 2 years. The lease contracts contain market review clauses in the event
that the lessees exercise their options to extend. The leases do not have bargain purchase options to
acquire the assets at the expiry of the lease periods.
In addition to fixed lease payments, the lease contracts also indicate that the leases should make
variable payments which shall be determined daily at 104%-120% of Baltic Dry Index average daily
rent.
The maturity analysis of lease payments receivable under operating subleases was as follows:
December 31,
2019
Year 1 $ 490,167
Year 2 onwards -
$ 490,167
Lease arrangements under operating leases for the leasing out of freehold property, plant and equipment
and investment properties are set out in Notes 15 and 17. Lease arrangements for the leasing out of
assets under finance leases are set out in Note 11.
2019
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2019
The Group has elected to apply the recognition exemption of short-term leases and low-value asset
leases and thus, did not recognize right-of-use assets and lease liabilities for these leases.
For the year ended December 31, 2019, expenses relating to short-term leases also include expenses
relating to leases for which the lease terms end on or before December 31, 2019 and for which the
recognition exemption is applied. The amount of lease commitments for short-term leases for which the
recognition exemption is applied was $18,816,688 thousand as of December 31, 2019.
The amount of lease commitments for future service cost which was recognized as non-lease
components of contracts was $19,861,218 thousand as of December 31, 2019.
2018
The future minimum lease payments of non-cancellable operating lease commitments are as follows:
December 31,
2018
$ 104,541,233
The liabilities from non-cancellable operating leases are set out in Note 24.
Completed
Investment
Property
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The investment properties are leased out for 0.17 to 5.17 years. All lease contracts contain market review
clauses applicable to contract renewals. The lessee does not have a bargain purchase option to acquire the
investment property at the expiry of the lease period.
The maturity analysis of lease payments receivable under operating lease of investment properties at
December 31, 2019 was as follows:
December 31,
2019
Year 1 $ 65,904
Year 2 30,839
Year 3 11,411
Year 4 2,983
Year 5 654
Year 6 onwards -
$ 111,791
The future minimum lease payments of non-cancellable operating lease commitments at December 31,
2018 is as follows:
December 31,
2018
$ 151,593
The lease contract includes lessee’s use limitation, guarantee deposit, punishment of breaching contracts,
and responsibilities of maintenance, and the Group follows its general risk management strategy to reduce
the residual asset risk related to investment properties at the end of the relevant lease.
The fair values of investment properties were measured on a recurring basis, as follows:
December 31
2019 2018
$ 6,313,320 $ 6,272,493
As of December 31, 2019 and 2018, the fair values were based on the valuations carried out on January 8,
2020 and January 7, 2019, respectively, by independent qualified professional value from Savills
Residential Service (Taiwan) Limited, Real Estate Appraisal Firm, a member of certified ROC real estate
appraisals.
The fair value of the other investment properties was determined by the Group’s management by reference
to rentals of similar properties in the vicinity.
2019
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The fair value of investment properties was estimated using unobservable inputs (Level 3). The movements
in the fair value were as follows:
The fair value of investment properties, except for undeveloped land, was measured using the income
approach. The significant assumptions used were stated below. The increase in estimated future net cash
inflows or the decrease in discount rates would result in increase in the fair value.
December 31
2019 2018
The market rentals in the area where the investment property is located were between $0.5 thousand and
$2.5 thousand per ping (35.59 square feet) in 2019 and 2018. The market rentals for comparable properties
were between $0.4 thousand and $2.5 thousand per ping (35.59 square feet) in 2019 and between $0.4
thousand and $3.1 thousand per ping (35.59 square feet) in 2018.
The expected future cash inflows generated by investment property included rental income, interest income
on rental deposits and disposal value. The rental income was extrapolated using the Group’s current rental
rate, taking into account the annual rental growth rate; the income analysis covers a 10-year period, the
interest income on rental deposits was extrapolated using the average deposit interest rate of the top five
banks announced by the Central Bank of the Republic of China for a year; the disposal value was
determined using the direct capitalization method under the income approach. The expected future cash
outflows incurred by investment property included expenditure such as land value taxes, house taxes,
insurance premium, and maintenance costs. The expenditure was extrapolated on the basis of the current
level of expenditure, taking into account the future adjustment to the government-announced land value, the
tax rate promulgated under the House Tax Act.
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The discount rate was determined by reference to the interest rate for two-year time deposits as posted by
Chunghwa Post Co., Ltd., plus 0.75%, and any asset-specific risk premiums 2.0%-2.5%.
The fair value of undeveloped land located in area Keelung, Taipei, and Kaohsiung was measured by land
development analysis. The increase in estimated total sale price, the increase in rate of return, or the
decrease in overall capital interest rate would result in increase in the fair value. The significant
assumptions used were as follows:
December 31
2019 2018
The rate of returns was determined by reference to the annual profit rate and construction period of the
similar product constructed by competitors. Overall capitalization rate referred to current average
benchmark interest rate and deposit interest rate of the top five banks, and to the proportion of equity funds
and borrowed funds. The cost of the equity funds and borrowed funds is determined by the deposit and
benchmark interest rate, respectively.
The total sale price is estimated on the basis of the most effective use of land or property available for sale
after development is completed, taking into account the related regulations, domestic macroeconomic
prospects, local land use, and market rates.
All of the Group’s investment property was held under freehold interests.
The carrying amount of investment properties pledged by the Group to secure borrowings granted to the
Group, were reflected in Note 37.
December 31
2019 2018
$ 40,775 $ 654,678
a. For the purpose of managing the storage, processing, transfer and distribution of goods, YMTC
collaborated with the Port of Kaohsiung, Taiwan International Ports Corporation, Ltd. on the
construction and operation of the First and Second Logistics Centers of the Kaohsiung Third Container
Center. YMTC is entitled to the use of the First and Second Logistics Centers for 30 years and 28 years
and 9 months, respectively, based on the initial investment made by YMTC. The Centers are amortized
over the period in use. Furthermore, in accordance with the requirements, YMTC should pay land-use
fees and administration fees for every month of the lease term (based on the actual volume of cargo
stevedored). Administration fees depend on the lowest guaranteed volumes for each respective logistics
center, which are 1 million and 0.85 million tons. If YMTC is unable to reach the lowest guaranteed
volumes, it should calculate the payment for the administration fees based on the volumes of 1 million
and 0.85 million, respectively, and the administration fees will be adjusted under the annual Wholesale
Price Index in Taiwan.
2019
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b. The Group entered into agreements to lease ships and offices with other company. As of December 31,
2019 and 2018, prepayments for lease were $40,775 thousand and $149,689 thousand, respectively. The
balance of December 31, 2019 came from contracts of recognition exemption of short-term leases and
low-value asset lease.
19. BORROWINGS
a. Short-term borrowings
December 31
2019 2018
Unsecured borrowings
$ 4,621,034 $ 4,756,377
1) The range of weighted average effective interest rate on credit borrowings was 1.70%-4.00% and
1.40%-4.81% per annum as of December 31, 2019 and 2018, respectively.
2) Loans from related parties of the Group were the amounts repayable to government-related entities.
Interest rate was 1.20%-3.24% and 1.30%-3.89% per annum as of December 31, 2019 and 2018,
respectively.
3) Other borrowings of the Group were the unsecured borrowings from non-bank financial institutions.
Interest rate was 2.06%-4.00% and 2.06% per annum as of December 31, 2019 and 2018,
respectively.
December 31
2019 2018
$ 13,485,840 $ 9,601,979
Interest rate of the outstanding short-term bills payable was 1.04%-2.24% and 1.08%-1.90% per annum
as of December 31, 2019 and 2018, respectively. Interest rate of the outstanding related parties’
short-term bills payable was 1.16%-2.00% and 1.15%-1.23% per annum as of December 31, 2019 and
2018, respectively.
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c. Long-term borrowings
December 31
2019 2018
Bank loans are repayable in installments at varying amounts or fully repaid at maturity in New Taiwan
dollars, U.S. dollars, and MYR dollars every six months or every year. The Group’s loans features and
terms are as follows:
December 31
2019 2018
NT$
December 31
2019 2018
US$
2019
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December 31
2019 2018
MYR
Secured borrowings
The secured bank loans of the Group will be repaid in U.S. dollars and New Taiwan dollars. The
loans are repayable in installment at varying amounts before January 13, 2027. Interest rates were
1.45%-4.34% and 1.44%-4.65% on December 31, 2019 and 2018, respectively. The Group’s ships,
investment properties, and containers are pledged as collaterals for the secured loans.
The Group’s loans from related parties are borrowings repaid in New Taiwan dollars and U.S.
dollars from government-related entities. Interest rates were 1.33%-3.61% and 1.32%-4.45% on
December 31, 2019 and 2018, respectively. The loans are repayable in installment at varying
amounts before February 9, 2028. The Group’s ships, investment properties and containers are
pledged as collaterals for the secured loans.
3) Other borrowings
Other borrowings were secured loans from a finance company. Interest rates were 2.15%-4.00% on
December 31, 2019 and 2018. The loans are repayable in installment at varying amounts before
March 25, 2022. The Group’s containers and cash in bank are pledged as collateral for the secured
loans.
Unsecured borrowings
The Group’s unsecured bank loans will be repaid in New Taiwan dollars, U.S. dollars and MYR
dollars in one-lump sum payment at maturity and repaid in installments every month. The loans are
expected to be fully repaid before April 18, 2022. Interest rates were 1.28%-4.86% and
1.39%-4.49% on December 31, 2019 and 2018, respectively.
The Group’s loans from related parties are borrowings repaid in New Taiwan dollars and U.S.
dollars from government-related entities, and will be repaid in one-lump sum payment. The loans
are expected to be fully repaid before May 15, 2031. Interest rates were 1.30%-3.23% and
1.37%-3.23% on December 31, 2019 and 2018, respectively.
3) Other borrowings
Other borrowings were unsecured loans from a finance company. Interest rates were 2.92% on
December 31, 2018. The loans had been fully repaid on March 11, 2019.
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Commercial paper
YMTC signed 3-5 years underwriting contracts for the issuance of commercial paper with a bill finance
institution. YMTC can issue the commercial papers in a revolving scheme during the period of the
financing contracts. The commercial papers expected to be fully repaid before March 2024. The
issuance period of each commercial paper cannot be over 60 or 90 days. During the issuance period,
YMTC’s short-term and long-term credit ratings (rated by Taiwan ratings or other rating organization
recognized by authority) should be maintained at a certain level specified in the contracts. As of
December 31, 2019 and 2018, YMTC had met the above requirements.
The Group’s commercial paper will be repaid in the New Taiwan dollars before December 19,
2022. Interest rates were 1.52%-1.62% and 1.21%-1.58% on December 31, 2019 and 2018,
respectively.
The Group’s commercial paper from related parties are borrowings repaid in the New Taiwan
dollars from government-related entities. The loan are expected to be fully repaid before March 14,
2024. Interest rates were 1.51%-1.57% and 1.50% on December 31, 2019 and 2018, respectively.
December 31
2019 2018
$ 12,210,456 $ 13,164,195
YMTC issued seven-year domestic privately placed secured mandatory convertible bonds with an
aggregate par value of $5,800,000 thousand at June 27, 2012; 3% annual interest is repayable annually.
Bondholders could request to convert the bonds into YMTC’s common shares between September 28,
2012 and June 17, 2019. The bonds shall only be converted into YMTC’s common shares at the
prevailing conversion price at the last day of the seven-year tenor. The initial conversion price is $12.68
as of the date of issuance. The bonds contained liability component and equity component to recognize
capital surplus-equity component of mandatory convertible bonds of $4,413,702 thousand. The
effective interest rate of the liability component was 4.79% per annum.
2019
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YMTC applied for a capital reduction, on February 20, 2017, to offset deficits, and the conversion price
of this domestic, private placement of secured mandatory convertible bonds was adjusted from $12.68
to $27.14. YMTC also applied for a private capital increase by cash and a capital increase by cash
through the issuance of ordinary shares on February 21, 2017 and November 27, 2017, respectively.
The private capital increase by cash and the capital increase by cash through the issuance of ordinary
shares led to the conversion price of the domestic, private placement of secured mandatory convertible
bonds being adjusted from $27.14 to $25.42 and then from $25.42 to $22.17, respectively. In addition,
YMTC applied for a capital increased by cash on December 8, 2017. According to Rule No. 11 of the
bonds payable issued and converted, the conversion price should be adjusted. Therefore, the conversion
price will be adjusted from $22.17 to $20.84 after January 17, 2018. As of June 27, 2019, the
Company’s bonds in the amount of $5,800,000 thousand have been fully converted into 278,311
thousand ordinary shares before maturity date, and $4,413,702 thousand of capital surplus - share
warrants had been transferred to $1,630,593 thousand of capital surplus - issuance of ordinary shares
and $2,783,109 thousand of share capital - ordinary shares.
Movements of the convertible bonds’ liability and equity component for the years ended December 31,
2019 and 2018 were as follows:
Liability Equity
Component Component
According to performance guarantee agreements, the required financial ratios calculated on the basis of
annual financial statements of YMTC are as follows:
2) Debt ratio should not be: Over 350% before the end of 2013; over 300% from 2014 to 2016; over
230% after 2017.
As of December 31, 2018, YMTC had received waivers to the above 1) to 4).
2019
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VI. Overview of the Company’s Financial Status
YMTC issued the third privately place unsecured bonds with an aggregate par value of $3,850,000
thousand on July 8, 2014 and maturity on July 8, 2019. The principal will be repaid in a lump sum on
July 8, 2019; 2.20% annual interest is repayable semiannually. The bond had been 100% repaid as of
July 8, 2019.
YMTC issued the five-year domestic secured bonds with an aggregate par value of $4,000,000
thousand on October 12, 2015 (the October 2015 Bonds).
Bonds issued in Type A - aggregate par value: $2,000,000 thousand; repayments: 50% -
October 2015: October 12, 2019 and 50% - October 12, 2020, an annual simple interest
rate of 1.10%.
YMTC issued the five-year domestic secured bonds with an aggregate par value of $5,000,000
thousand on November 28, 2019 (the November 2019 Bonds).
Bonds issued in Type A - aggregate par value: $1,000,000 thousand; repayments: 50% -
November 2019: November 28, 2023 and 50% - November 28, 2024, an annual simple
interest rate of 0.74%.
2019
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The bonds are guaranteed by banks ($3,000,000 thousand and $5,000,000 thousand, respectively are
guaranteed by government-related banks).
On various dates, YMTC issued domestic unsecured bonds; the dates and the aggregate par values were
as follows: $5,000,000 thousand on November 1, 2013 (the November 2013 Bonds).
Bonds issued in Type A - aggregate par value: $1,100,000 thousand and maturity on
November 2013: November 1, 2018. The principal will be repaid in a lump sum on
November 1, 2018; 2.20% annual interest is repayable annually.
Type A Bonds had been repaid $1,100,000 thousand as of October 30, 2018.
On June 7, 2013, YMTC issued five-year domestic unsecured bonds (the 2013 convertible Bonds) with
an aggregate par value of $4,600,000 thousand and the issuance price was 100.2% of par value. Bond
settlement is as follows:
2) Conversion by the holders, from July 8, 2013 to 10 days before the due date, into YMTC’s common
shares at the prevailing conversion price;
4) Redemption by YMTC, under certain conditions, at par value before bond maturity.
The initial conversion price was $14.23 as of the date of issuance. The bonds contained liability
component and equity component to recognize capital surplus-equity component of convertible bonds
of $352,604 thousand. Due to June 27, 2018, there were $2,642,900 thousand of maturity bonds
converted into 185,727 thousand common shares of YMTC.
The bondholders could request YMTC to repurchase the convertible bonds at the par value before 40
days of the issuance for 3 years. Due to June 27, 2018 the repurchase amount of maturity bonds were
$1,807,900 thousand and the loss of bonds redemption were $58,970 thousand for the year ended
December 31, 2016.
YMTC applied for a capital reduction, on February 20, 2017, to offset deficits, and the 2013 convertible
bonds were adjusted from $14.23 to $30.45. YMTC also applied for a private capital increase by cash
and a capital increase by cash through the issuance of ordinary shares on February 21, 2017 and
November 27, 2017, respectively. The private capital increase by cash and the capital increase by cash
through the issuance of ordinary shares led to the conversion price of the 2013 convertible bonds being
adjusted from $30.54 to $28.39 and then from $28.39 to $24.42, respectively. In addition, YMTC
applied for a capital increased by cash on December 8, 2017. According to Rule No. 11 of the bonds
payable issued and converted, the conversion price should be adjusted. Therefore, the conversion price
will be adjusted from $24.42 to $22.84 on January 17, 2018.
2019
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VI. Overview of the Company’s Financial Status
When outstanding carrying amounts were lower than 10% of original par value, the Company can
redeem outstanding bonds at par value at any time. The Company redeemed the bonds at March 21,
2018 at $149,200 thousand. The difference between the redeemed price and liability components were
recognized as redeemed loss of $466 thousand. The redeemed bond contained liability component and
equity component. The equity component was transferred from capital surplus - share warrants to
capital surplus - treasury share transactions of $11,437 thousand.
Movements of the convertible bonds’ liability and equity components for the years ended December 31,
2019 and 2018 were as follows:
On May 29, 2018, YMTC issued five-year domestic secured bonds (the 2018 convertible bonds) with
an aggregate par value of $7,600,000 thousand, and the issuance price was 101% of the par value. Bond
settlement is as follows:
2) Conversion by the holders, from August 30, 2018 to May 29, 2023 before the due date, into
YMTC’s common shares at the prevailing conversion price;
4) Redemption by YMTC, under certain conditions, at par value before bond maturity.
The initial conversion price was $10.40 as of the date of issuance. The bonds contained liability
component and equity component to recognize capital surplus - share warrants of $308,765 thousand.
The bondholders could request YMTC to repurchase bonds at par value before 30 days of the issuance
for 3 years.
2019
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Movements of the convertible bonds’ liability and equity components from May 29, 2018 to December
31, 2018 were as follows:
December 31
2019 2018
$ 12,737,934 $ 13,536,085
$ 12,737,934 $ 13,536,085
2019
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VI. Overview of the Company’s Financial Status
December 31,
2018
$ 4,139,632
$ 4,139,632
YMTC leases containers under capital lease agreements. The terms of the leases were from nine years to
ten years for containers. The annual rent payable on leased containers under the agreements is US$4,337
thousand, and the lease expires in the 2018. YMTC has the option to buy, at the end of the lease terms, all
leased containers at a bargain purchase price of US$1 per unit. Yangming UK leases ships under 18-year
capital lease agreements. Annual rentals are stipulated in the contracts.
Interest rates was 1.53%-7.24% for the years ended December 31, 2018.
December 31
2019 2018
$ 3,890,141 $ 3,296,101
2019
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24. PROVISIONS
December 31
2019 2018
$ 1,033,776 $ 775,629
$ 1,033,776 $ 775,629
Restoration
Cost for Onerous
Leased Assets Leases Others Total
a. When returning operating leased assets, lessees have legal or construction obligation to restore
operating leased assets to original status. Lessees need to accrue restoration costs provision over the
lease term on a straight-line basis.
b. The provision for onerous lease contracts represents the present value of the future lease payments that
the Group was presently obligated to make under non-cancellable onerous operating lease contracts of
ships, less revenue expected to be earned on the lease, where applicable. The estimation may change
due to changes in the operation of the leased ships and sub-lease agreements signed with other entities.
c. Other provisions are mainly the risk of compensation responsibility in the range of ship owner’s
creditor bank unsettle principle and interest after the term expired if the Group didn’t exercise the
repurchase option. Refer to Note 16 for additional information.
2019
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VI. Overview of the Company’s Financial Status
December 31
2019 2018
$ 2,736,515 $ 2,958,842
$ 2,736,515 $ 2,958,842
YML-BVI leased ships under 25-year capital lease agreements in 2000 and 2001, which were recognized as
property, plant and equipment to evaluate the substance of transactions involving the legal form of the
lease. The lease contracts were secured by stand-by letters of credit issued by a bank. YML-BVI deposited
a portion of its lease payments in bank as collaterals, which were included in financial assets at amortized
cost. The balance was $2,883,329 thousand and $3,078,116 thousand as of December 31, 2019 and 2018,
respectively.
Payments of each periods are included in other financial liabilities. Future payments of each period are as
follow:
December 31
2019 2018
$ 2,736,515 $ 2,944,946
Other financial liabilities-other is paid quarterly. The principal and interest paid are reset based on three
months’ Libor rate quarterly.
Related gains and losses for the years ended 2019 and 2018 are included in the following account.
YMTC and domestic subsidiaries’ pension plans under the Labor Pension Act (the Act) for onshore
employees and shipping crews are defined contribution schemes. Starting on July 1, 2005, the Group
makes monthly contributions to the employees’ individual pension accounts in the Bureau of Labor
Insurance at 6% of employees’ salaries every month.
2019
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For domestic crews providing service in foreign ships, pension plan is based on hiring contracts, the
Group makes monthly contributions to the employees’ account together with salaries.
Yang Ming (America) Corp. has entered into an agreement with the ILWU office and Clerical
Employees Local 63 to provide medical care covered by the agreement, and it was defined benefit
pension plan. However, according to collective bargaining agreements, effective June 1, 2008, a new
Taft-Hartely trust, named “OCU Health Trust” will replace the 2003 YML/ILWU agreement’s
framework for the above stated benefits, which is a defined contribution plan. Starting from 2008, the
contribution made to the OCU trust was calculated based on US$5.89 per working hour. In addition to
the US$5.89 per hour contribution, the Company does have a contractual obligation to fund the
unfunded liability transferred to the OCU multiemployer trust over a period of no more than ten years
from 2009. As of December 31, 2019, there was no accrued pension liabilities remained. As of
December 31, 2018, the balance of the accrued expense was $5,933 thousand.
Some consolidated subsidiaries, which are mainly for investment holding purpose, have either very few
or no staff. These subsidiaries have no pension plans and thus do not contribute to pension funds and do
not recognize pension costs.
Except for these companies, the consolidated subsidiaries all contribute to pension funds and recognize
pension costs based on local government regulations.
YMTC has adopted three pension plans since it was privatized on February 15, 1996. Before
YMTC’s privatization, qualified employees received pension payments for service years before the
start of the privatization. The service years of the employees who received pre-privatization pension
payments and continued to work in YMTC after privatization will be excluded from the calculation
of pension payments after privatization. These plans are as follows:
The pension plan under the Labor Standards Law for onshore employees is a defined benefit plan.
Pension benefits are calculated on the basis of the length of service and average monthly salaries of
the six months before retirement. The Company contributed amounts equal to 3% of salaries every
month. The pension fund is administered by the pension fund monitoring committee and deposited
in the committee’s name in the Bank of Taiwan. Before the end of each year, the Group assesses the
balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay
retirement benefits for employees who conform to retirement requirements in the next year, the
Group is required to fund the difference in one appropriation that should be made before the end of
March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of
Labor (the Bureau); the Group has no right to influence the investment policy and strategy.
Pension plan under the Maritime Labor Law for shipping crews is a defined benefit plan. Before the
adoption of the ROC Maritime Labor Law, benefits were based on the amounts stated in the crew’s
hiring contracts. Under the Law, benefits are based on service years and average basic salary of the
six months before retirement.
Pension plan for retired employees of China Merchants Steamship Navigation Company (CMSNC)
provides benefits based on service years and level of monthly basic salary at the time of retirement.
Because of spin-off, the service years of the employees transferred to Kuang Ming Shipping Corp.
are continued from the service years in YMTC. Benefits are based on the proportion of service
years between YMTC and Kuang Ming Shipping Corp. and are paid by individual pension
accounts.
2019
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VI. Overview of the Company’s Financial Status
Domestic subsidiaries’ pension plan under the Labor Standards Law is a defined benefit scheme.
Benefits are based on service years and average basic salary of the six months before retirement.
The Subsidiaries contribute certain percentage of total salaries and wages every month, to each
pension fund, which is administered by each pension plan committee and deposited in each
committee’s name in the Bank of Taiwan.
The Yangming (Japan) Co., Ltd.’s pension plan is defined benefit plan. Pension benefits are
calculated on the basis of the length of service and the basic salary of the month before retirement.
Employees can accumulate two base points for every service year within the first 12 years and one
base point for every service year thereafter. Employees can accumulate up to 40 base points.
All Oceans Transportation Inc., Yang Ming (UK) Ltd., and Yang Ming (Liberia) Corp.’s pension
plan under the Maritime Labor Law for shipping crews are defined benefit plans. Before the
adoption of the ROC Maritime Labor Law, benefits were based on the amounts stated in the crews
hiring contracts. Under the Law, benefits are based on service years and average monthly salary of
the six months before retirement.
The amounts included in the consolidated balance sheets in respect of the Group’s defined benefit plans
were as follows:
December 31
2019 2018
Present Value
of the Defined Net Defined
Benefit Fair Value of Benefit
Obligation the Plan Assets Liability
2019
- 66 - ANNUAL REPORT 177
Present Value
of the Defined Net Defined
Benefit Fair Value of Benefit
Obligation the Plan Assets Liability
Service cost
Current service cost $ 97,436 $ - $ 97,436
Past service cost 2,729 - 2,729
Net interest expense (income) 41,654 (10,465) 31,189
Recognized in profit or loss 141,819 (10,465) 131,354
Remeasurement
Return on plan assets - (28,446) (28,446)
Actuarial loss (gain)
Changes in demographic assumptions (4,149) - (4,149)
Changes in financial assumptions 112,909 - 112,909
Experience adjustments (75,567) - (75,567)
Recognized in other comprehensive income 33,193 (28,446) 4,747
Contributions from the employer (68,720) (20,259) (88,979)
Benefits paid (185,541) 82,840 (102,701)
Exchange differences on foreign plans 7,631 - 7,631
An analysis by function of the amounts recognized in profit or loss in respect of the defined benefit
plans is as follows:
$ 131,354 $ 133,544
An analysis by function
Operating costs $ 72,578 $ 72,520
Selling and marketing expenses 46,274 49,836
General and administrative expenses 12,502 11,188
$ 131,354 $ 133,544
Through the defined benefit plans under the Labor Standards Law, the Group is exposed to the
following risks:
1) Investment risk: The plan assets are invested in domestic/and foreign/equity and debt securities,
bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the
mandated management. However, in accordance with relevant regulations, the return generated by
plan assets should not be below the interest rate for a 2-year time deposit with local banks.
2) Interest risk: A decrease in the government bond interest rate will increase the present value of the
defined benefit obligation; however, this will be partially offset by an increase in the return on the
plan’s debt investments.
2019
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VI. Overview of the Company’s Financial Status
3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the
future salaries of plan participants. As such, an increase in the salary of the plan participants will
increase the present value of the defined benefit obligation.
The actuarial valuations of the present value of the defined benefit obligation were carried out by
qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as
follows:
December 31
2019 2018
If possible reasonable change in each of the significant actuarial assumptions will occur and all other
assumptions will remain constant, the present value of the defined benefit obligation would increase
(decrease) as follows:
December 31
2019 2018
Discount rates
0.25%-0.50% increase $ (156,298) $ (167,633)
0.25%-0.50% decrease $ 169,627 $ 182,379
Expected rates of salary increase
0.25%-0.50% increase $ 166,062 $ 179,351
0.25%-0.50% decrease $ (154,692) $ (166,601)
The sensitivity analysis presented above may not be representative of the actual change in the present
value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in
isolation of one another as some of the assumptions may be correlated.
December 31
2019 2018
The expected contributions to the plan for the next year $ 20,753 $ 33,267
c. In an effort to encourage employee retirement, hence improve the human resource structure and
enhance vitality within organization, the Group calculates favorable retirement benefits according to the
retirement policies. The Group recognized pension cost of $33,558 thousand and $21,811 thousand for
the years ended December 31, 2019 and 2018, respectively.
2019
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27. EQUITY
a. Share capital
1) Ordinary shares
December 31
2019 2018
Fully paid ordinary shares, which have a par value at $10, carry one vote per share and carry a right
to dividends.
The change in YMTC’s share capital was mainly as the domestic privately placed secured
mandatory convertible bonds have been converted into ordinary shares on June 27, 2019. Bonds
holders have converted YMTC’s ordinary shares in the amount of $2,783,109 thousand (278,311
shares). On August 13, 2019, the board of directors determined the subscription base date to be
August 13, 2019 and finished changing registration in September 2019.
On November 14, 1996, YMTC issued 10 million units of global depositary receipts (GDRs),
representing 100 million shares, at an issue price of US$11.64 dollar per unit. As of December 31,
2019 and 2018, there were 896 units outstanding, representing 8,971 shares, which were 0.0003%
and 0.0004% of the total issued shares, respectively. In addition, the board of directors resolved to
terminate issuing GDRs on August 13, 2019 and delist them on December 5, 2019. However, as of
March 26, 2020, YMTC hasn’t settled with investors, so the GDRs are still outstanding.
The holders of the GDR retain shareholder’s rights that are the same as those of YMTC’s common
shareholders, but the exercise of shareholder’s rights should be under related laws and regulations in
ROC and the terms of the GDR contracts. One of these rights is that GDR holders should be able to
exercise the right of voting, sell the shares represented by the GDRs, receive dividends and
subscribe for the issued stock through the depository bank.
b. Capital surplus
May Be Used to Offset A Deficit, Distributed as Cash
Dividends, or Transferred to Share Capital (1)
The Difference
Between
Consideration
Received or Paid
and the
Carrying May Be Used to Offset a Deficit Only
Amount of the Changes in
Subsidiaries’ Net Percentage of May Not Be
Assets During Expiration of Ownership Used for Any
Issuance of Actual Disposal Employee Share Treasury Share Interests in Purpose
Ordinary Shares or Acquisition Donations Options Transactions Subsidiaries (2) Share Warrants Total
2019
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VI. Overview of the Company’s Financial Status
1) Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit,
such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a
certain percentage of the Company’s capital surplus and to once a year).
2) Such capital surplus arises from the effect of changes in ownership interests in subsidiaries resulting
from equity transactions other than actual disposals or acquisitions, or from changes in capital
surplus of subsidiaries accounted for using the equity method.
Under the dividend policy as set forth in the amended Articles, when Company makes profit in a fiscal
year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as
legal reserve 10% of the remaining profit, setting aside or reversing a special reserve in accordance with
the expansion of transportation equipment and improvement of financial structure, and then any
remaining profit together with any undistributed retained earnings, distributed at least 25%, shall be
used by the Company’s board of directors as the basis for proposing a distribution plan, which should
be resolved in the shareholders’ meeting for the distribution of dividends and of bonus of shareholders.
For the policies on distribution of employees’ compensation and remuneration of directors and
supervisors before and after amendment, refer to g. employees’ compensation and remuneration of
directors in Note 29(g).
YMTC should consider certain factors, including YMTC’s profits, the change in the environment of the
industry, potential growth of YMTC, costs, expenditures and the working capital for operation in
proposing stock dividend appropriation plan. YMTC shall declare at least 20% of the amount declared
as dividends in the form of cash as opposed to stock.
Appropriation of earnings to legal reserve shall be made until the legal reserve equals the Company’s
paid-in capital. Legal reserve may be used to offset a deficit. If the Company has no deficit and the legal
reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or
distributed in cash.
Items referred to under Rule No. 1010012865, Rule No. 1010047490 and Rule No. 1030006415 issued
by the FSC and the directive titled “Questions and Answers for Special Reserves Appropriated
Following Adoption of IFRSs” should be appropriated to or reversed from a special reserve by the
Company.
The statements of deficit compensated for 2017 approved in the shareholders’ meetings on June 22,
2018, were as follows:
Offsetting of
Deficit
$ 1,146,351
2019
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The statements of deficit compensated for 2018 approved in the shareholders’ meetings on June 25,
2019, were as follows:
Offsetting of
Deficit
Capital surplus - the difference between consideration received or paid and the
carrying amount of the subsidiaries’ net assets during actual disposal or
acquisition $ 5,718
Capital surplus - treasury share transactions 11,437
Capital surplus - changes in percentage of ownership interest in subsidiaries 170
$ 17,325
d. Special reserves
Special reserve should be appropriated for the amount equal to the net debit balance reserves. Any
special reserve appropriated may be reversed to the extent that the net debit balance reverses and
thereafter distributed.
On the initial application of fair value model to investment properties, the Company appropriated for a
special reserve at the amount that were the same as the net increase arising from fair value measurement
and transferred to retained earnings. Additional special reserve should be appropriated for subsequent
net increase in fair value. The amount appropriated may be reversed to the extent that the cumulative
net increases in fair value decrease or on the disposal of investment properties.
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VI. Overview of the Company’s Financial Status
Cash Flow
Hedge
f. Non-controlling interests
2019
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For the Year Ended December 31
2019 2018
28. REVENUE
$ 149,181,262 $ 141,832,929
a. Contract balances
Contract assets
Cargo revenue $ 1,797,036 $ 1,751,644 $ 2,413,598
Less: Allowance for impairment loss (8,898) (4,007) -
The Group measures the loss allowance for contract assets at an amount equal to lifetime ECLs. The
contract assets will be transferred to accounts receivable when the container shipping services have
been completed, and the contract assets have substantially the same risk characteristics as the trade
receivables for the same types of contracts. Therefore, the Group concluded that the expected loss rates
for trade receivables can be applied to the contract assets (Note 10).
The changes in the balance of contract assets and contract liabilities primarily result from the timing
difference between the Group’s performance and the respective customer’s payment.
b. Disaggregation of revenue
Revenue from contracts with customers mainly comes from the containership department. Refer to Note
41 for information about disaggregation of revenue.
Gain on disposal and retirement of property, plant and equipment $ 492,738 $ 309,201
Reimbursement income 109,925 118,765
Reimbursement loss (Note 16 (c)) (1,077,322) -
$ (474,659) $ 427,966
b. Other income
$ 385,101 $ 291,812
2019
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c. Other gains and losses
$ 872,138 $ (38,761)
d. Finance costs
$ 3,982,954 $ 1,829,511
2019
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VI. Overview of the Company’s Financial Status
$ 16,870,809 $ 6,507,031
$ 16,818,918 $ 6,471,883
An analysis of amortization by function
Operating costs $ 11,514 $ 7,004
Operating expenses 40,377 28,144
$ 51,891 $ 35,148
Post-employment benefits
Defined contribution plans $ 269,999 $ 250,748
Defined benefit plans (Note 26) 131,354 133,544
Termination benefits 42,644 21,811
Other employee benefits 7,047,533 6,779,936
$ 7,491,530 $ 7,186,039
The Group accrued employees’ compensation and remuneration of directors at rates of 1%-5% and no
higher than 2%, respectively, of net profit before income tax, employees’ compensation, and
remuneration of directors and supervisors.
YMTC did not accrue employees’ compensation and remuneration of directors because of the losses for
the years ended December 31, 2019 and 2018.
Information on the employees’ compensation and remuneration of directors and supervisors resolved by
the Group’s board of directors in 2019 and 2018 is available at the Market Observation Post System
website of the Taiwan Stock Exchange.
2019
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30. INCOME TAXES
Current tax
In respect of the current year $ 620,911 $ 547,633
Income tax on unappropriated earnings 519 827
Adjustments for prior years (172) (383)
621,258 548,077
Deferred tax
In respect of the current year (203,007) (795,106)
Effect of tax rate changes - (530,125)
Adjustments to deferred tax attributable to changes in tax rates
and laws (8,170) 3,302
(211,177) (1,321,929)
The applicable corporate income tax rate used by the group entities in the ROC is 20%. The Income
Tax Act in the ROC was amended in 2018, and the corporate income tax rate was adjusted from 17% to
20%. In addition, the rate of the corporate surtax applicable to the 2018 unappropriated earnings was
reduced from 10% to 5%. Tax rates used by other group entities operating in other jurisdictions are
based on the tax laws in those jurisdictions.
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VI. Overview of the Company’s Financial Status
$ (4,400) $ (64,112)
December 31
2019 2018
The movements of deferred tax assets and deferred tax liabilities are as follows:
Recognized in
Other
Opening Recognized in Comprehensive Exchange Closing
Deferred Tax Assets Balance Profit or Loss Income (Loss) Differences Balance
Recognized in
Other
Opening Recognized in Comprehensive Exchange Closing
Deferred Tax Liabilities Balance Profit or Loss Income (Loss) Differences Balance
Temporary differences
Investment gain on investments accounted
for using equity method $ 928,876 $ (59,826) $ - $ - $ 869,050
Reserve for land value increment tax 648,730 5,479 - - 654,209
Investment properties 15,729 336 - - 16,065
Property, plant and equipment 28,227 1,202 - - 29,429
Exchange differences on translating
foreign operations 3,712 - (3,712) - -
Others 71,373 86,293 - (2,580) 155,086
2019
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For the year ended December 31, 2018
Recognized in
Other
Opening Recognized in Comprehensive Exchange Closing
Deferred Tax Assets Balance Profit or Loss Income (Loss) Differences Balance
Recognized in
Other
Opening Recognized in Comprehensive Exchange Closing
Deferred Tax Liabilities Balance Profit or Loss Income (Loss) Differences Balance
Temporary differences
Investment gain on investments accounted
for using equity method $ 973,751 $ (44,875) $ - $ - $ 928,876
Reserve for land value increment tax 656,975 (8,245) - - 648,730
Investment properties 13,055 2,674 - - 15,729
Property, plant and equipment 65,919 (37,692) - - 28,227
Exchange differences on translating
foreign operations 5,945 - (2,233) - 3,712
Others 82,969 (15,458) - 3,862 71,373
e. Deductible temporary differences and unused loss carryforwards for which no deferred tax assets have
been recognized in the consolidated balance sheets
December 31
2019 2018
Loss carryforwards
Expire in 2019 $ - $ 771,391
Expire in 2021 9,246,501 9,246,501
Expire in 2022 2,701,422 2,701,422
Expire in 2023 8,040,895 8,065,942
Expire in 2024 381,489 381,489
Expire in 2025 4,921,391 4,863,400
Expire in 2026 3,073,215 513,155
Expire in 2027 273,118 273,280
Expire in 2028 253,383 255,770
Expire in 2029 401,566 -
$ 29,292,980 $ 27,072,350
2019
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VI. Overview of the Company’s Financial Status
$ 9,246,501 2021
2,701,422 2022
8,040,895 2023
381,489 2024
4,921,391 2025
13,344,470 2026
4,883,821 2027
6,240,986 2028
2,665,904 2029
$ 52,426,879
Group Year
The loss and weighted average number of ordinary shares outstanding in the computation of loss per share
were as follows:
Loss used in the computation of basic loss per share $ (4,309,957) $ (6,590,955)
Effect of potentially dilutive ordinary shares:
Interest on convertible bonds (after tax) - -
Loss used in the computation of diluted loss per share $ (4,309,957) $ (6,590,955)
2019
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Weighted Average Number of Ordinary Shares Outstanding (In Thousand Shares):
The Group did not consider the potential shares of convertible bonds in the calculation of diluted EPS for
the years ended December 31, 2019 and 2018 due to their anti-dilutive effect.
a. In March 2019, the Group subscribed for additional new shares of Kuang Ming Shipping Corp. at a
percentage different from its existing ownership percentage, increasing its continuing interest from
98.52% to 98.88%.
Total
The proportionate share of the carrying amount of the net assets of the subsidiary
transferred to non-controlling interests $ (4,788)
b. In May 2018, the Group subscribed for additional new shares of Yang-Carrier Company Ltd. at 9 %
from its existing ownership percentage, increasing its continuing interest from 91% to 100%.
Total
The above transactions were accounted for as equity transactions, since the Group did not cease to have
control over these subsidiaries.
2019
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VI. Overview of the Company’s Financial Status
a. The Group manages its capital to ensure that entities in the Group will be able to continue as going
concerns to maintain the capital structure through the optimization of the debt and equity balance.
The capital structure of the Group consists of net debt (borrowings offset by cash and cash equivalents)
and equity of the Group (comprising issued capital, capital surplus, retained earnings, other equity and
non-controlling interests).
December 31
2019 2018
2019
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1) Debt is defined as long-term and short-term borrowing (excluding derivative instruments and
financial guarantee contracts).
2) Equity includes all capital, capital surplus, retained earnings, other equity and non-controlling
interests, of the Group that are managed as capital.
b. Since the global container shipping industry remained in an oversupply situation in 2019 due to weak
market demand, the Group incurred net loss in 2019. In addition, financial structure was impacted due
to adoption of IFRS 16 “Leasing” since 2019. As of December 31, 2019, the current ratio was 58.48%,
and the liability ratio was 91.06%. To operate in more competitive industrial environment, the Group
adopted the following strategies:
1) Enhance alliance cooperation: New member, HMM, joins THE alliance and signed a ten-year
contract. Cooperate with non-alliance carriers to develop the niche market. Reduce the scale of
under-performing services, and reinforce stable performance market. Upgrade Intra-Asia services
and accelerate Southeast Asia network layout;
2) Operational process improvement: Employ customer-oriented service strategy to improve value and
productivity;
3) Information system integration and upgrade: Promote IT applications considering the trend of
digitalization;
4) Centralized management of the Group: Establish own agencies and plan to increase its equity in
joint ventures to improve management control. Evaluate and adjust the structure of holding
companies in order to streamline organization structure;
5) Investment strategies and application: Focus on the maritime industry for vertical integration, and
comprehensively review and track the performance of the reinvestment business. Increase the equity
in operated agencies to enhance management control and competitiveness, with a view to achieving
profitability and disperse the risks of the maritime industry;
6) Operating cost control: Explicitly set targets for all agencies and evaluate group performance on a
monthly basis;
7) Activate usage of assets: Dispose of securities and investment properties and activate assets with the
most optimal methods;
8) Increase operating capital: Plan projects of increase equity funds and enrich operating capital to
improve financial structure.
2019
194 ANNUAL REPORT
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VI. Overview of the Company’s Financial Status
a. Fair value of financial instruments that are not measured at fair value
Financial assets
Financial liabilities
Financial liabilities
The fair values of the financial assets and financial liabilities included in the Levels 2 and 3 categories
above have been determined in accordance with income approaches based on a discounted cash flow
analysis. In the Level 3 category, the most significant unobservable inputs reflect the fluctuation in the
stock price.
2019
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b. Fair value of financial instruments that are measured at fair value on a recurring basis
$ 327,451 $ - $ - $ 327,451
$ 262,576 $ - $ - $ 262,576
$ - $ - $ 37,460 $ 37,460
There were no transfers between Levels 1 and 2 in the current and prior periods.
2019
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VI. Overview of the Company’s Financial Status
Equity
Instruments
Unrealized gain for the current year included in other comprehensive income
relating to assets held at the end of the year $ 159,640
Derivatives
Foreign Oil Swap and
Currency Oil Swap Repurchase on
Options Options Bonds Payable Total
2019
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For the year ended December 31, 2018
Equity
Instruments
Unrealized loss for the current year included in other comprehensive income
relating to assets held at the end of the year $ (82,852)
Derivatives
Oil Swap and
Oil Swap Repurchase on
Options Bonds Payable Total
3) Valuation techniques and inputs applied for the purpose of measuring Level 3 fair value
measurement
a) The fair values of oil swap and oil swap options are determined using Black-Scholes models
where the significant unobservable inputs are implied volatility. An increase in the implied
volatility used in isolation would result in a decrease in the fair value.
b) The fair values of put option of bonds are determined using convertible bonds of Binary tree
pricing models where the significant unobservable inputs are volatility. An increase in the
volatility used in isolation would result in a decrease in the fair value.
c) The fair values of domestic unlisted ordinary shares are determined using the comparable
company analysis approach and asset-based approach. The comparable company analysis
approach is a way to determine the value of a target company by reference to companies
engaged in the similar industry, stock price in the active market and value multiplier implied by
such prices, based on liquidity reduction. The asset-based approach is a way to determine the
value of a target company by assessing the total value of individual assets and liabilities, based
on liquidity reduction.
2019
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VI. Overview of the Company’s Financial Status
December 31
2019 2018
Financial assets
FVTPL
Mandatorily classified as at FVTPL $ 327,451 $ 262,576
Financial assets at amortized cost (1) 31,335,814 30,043,653
Financial assets at FVTOCI
Equity instruments 1,772,893 1,701,701
Financial liabilities
FVTPL
Mandatorily classified as at FVTPL 67,549 37,460
Financial liabilities for hedging 48,890,410 -
Amortized cost (2) 107,509,739 107,889,147
1) The balances include financial assets at amortized cost, which comprise cash and cash equivalents,
time deposits with original maturities of more than 3 months, restricted bank balance, deposits of
stand-by letter of credit, notes receivable and trade receivables (including related parties).
2) The balances included financial liabilities measured at amortized cost, which comprise short-term
and long-term loans, short-term bills payable, notes and trade payables (including related parties),
other payables, bonds payable and other financial liabilities.
The Group’s major financial instruments include equity and debt investments, trade receivable,
financial assets at amortized cost, trade payables, other payables, bonds payable, borrowings, lease
liabilities and other financial liabilities. The Group’s Corporate Treasury function provides all kinds of
financial service to each division by using different financial instruments. Also, the treasury function
controls and analyzes the financial risks related to operations; these risks include market risk (including
foreign currency risk, interest rate risk and other price risk), credit risk and liquidity risk.
The Group sought to minimize the effects of these risks by managing stocks and flow and using
derivative financial instruments to hedge risk exposures. The use of financial derivatives was governed
by the Group’s policies “Regulations Governing the Acquisition and Disposal of Assets” approved by
the board of directors. Compliance with policies was reviewed by the internal auditors on a continuous
basis.
1) Market risk
The Group’s activities exposed it primarily to the financial risks of changes in foreign currency
exchange rates (see (a) below) and interest rates (see (b) below). The Group uses assets, liabilities
and a variety of derivative financial instruments to manage its exposure to foreign currency risk and
interest rate risk.
There had been no change to the Group’s exposure to market risks or the manner in which these
risks were managed and measured.
2019
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a) Foreign currency risk
The Group’s operations involve foreign currency transactions so the Group is exposed to
foreign currency risk. The Group’s transaction involve contain various currencies due to its
industrial feature, operating revenue and operating costs are mainly denominated in U.S.
dollars. Exchange rate exposures were managed within approved policy parameters utilizing net
cash flows offset of the influence on net assets and liabilities, forward foreign exchange
contracts and instruments of swap and options.
The carrying amounts of the Group’s foreign currency denominated monetary assets and
monetary liabilities are set out in Note 39.
Sensitivity analysis
Monetary assets and liabilities were mainly exposed to the U.S. dollars, GBP, RMB, EUR and
HKD.
The following table details the Group’s sensitivity to a 1% increase and decrease in New
Taiwan dollars (the functional currency) against the U.S. dollars, GBP, RMB, EUR and HKD.
1% is the sensitivity rate used when reporting foreign currency risk internally to key
management personnel and represents management’s assessment of the reasonably possible
change in foreign exchange rates. The sensitivity analysis included only outstanding foreign
currency denominated monetary items, and adjusts their translation at the end of the reporting
period for a 1% change in foreign currency rates. A positive number below indicates an increase
in profit and other equity associated with New Taiwan dollars strengthen 1% against U.S.
dollars, GBP, RMB, EUR and HKD. For a 1% weakening of New Taiwan dollars against the
U.S. dollars, GBP, RMB, EUR and HKD, there would be an equal and opposite impact on profit
or loss.
(i) This was mainly attributable to the exposure of outstanding foreign currency deposits,
receivables, payables, and bank loans at the end of the reporting period.
(ii) This was mainly attribute to the exposure of changing in foreign exchange rates of lease
contracts designated as cash flow hedge.
The Group’s sensitivity to foreign currency exchange rate during the current period was mainly
due to the decrease in U.S. dollars, EUR and RMB monetary assets and due to the increase in
the GBP and HKD monetary assets.
Hedge accounting
The Group’s hedging strategy is to enter into USD-denominated lease liabilities to avoid
exchange rate exposure of 100% of highly probable forecast of USD-denominated operating
revenue. Those transactions are designated as cash flow hedges.
2019
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VI. Overview of the Company’s Financial Status
The Group expects that the value of the U.S. dollars lease liabilities and the value of the
corresponding hedged items will systematically change in opposite directions.
Refer to Note 16 (b) for information relating to foreign exchange rates hedging instruments.
The Group was exposed to interest rate risk because entities in the Group borrowed funds at
both fixed and floating interest rates. The risk is managed by the Group by maintaining an
appropriate mix of fixed and floating rate borrowings.
The carrying amount of the Group’s financial assets and financial liabilities with exposure to
interest rates at the end of the reporting period were as follows.
December 31
2019 2018
Sensitivity analysis
The sensitivity analyses below were determined based on the Group’s exposure to interest rates
for both derivatives and non-derivative instruments at the end of the reporting period. For
floating rate liabilities, the analysis was prepared assuming the amount of the liability
outstanding at the end of the reporting period was outstanding for the whole year. A 10 basis
point increase or decrease was used when reporting interest rate risk internally to key
management personnel and represents management’s assessment of the reasonably possible
change in interest rates.
If interest rates had been 10 basis points higher/lower and all other variables were held constant,
the Group’s pre-tax profit for the year ended December 31, 2019 would decrease/increase by
$40,304 thousand, which was mainly attributable to the Group’s exposure to interest rates on its
variable-rate bank borrowings, other financial liabilities and variable-rate financial assets.
If interest rates had been 10 basis points higher/lower and all other variables were held constant,
the Group’s pre-tax profit for the year ended December 31, 2018 would decrease/increase by
$47,732 thousand, which was mainly attributable to the Group’s exposure to interest rates on its
variable-rate bank borrowings, other financial liabilities and variable-rate financial assets.
The Group’s sensitivity to interest rate has not changed significantly from the prior year.
2019
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c) Other price risk
The Group was exposed to equity price risk through its investments in listed equity securities
and was exposed to oil price risk through its holding oil swap and oil swap option contracts. The
Group periodically evaluates price risk and investment performance according to procedures of
acquisition and disposal of assets and expects no significant price risk occurred.
Sensitivity analysis
The sensitivity analyses below were determined based on the exposure to equity price risks at
the end of the reporting period.
If equity prices had been 5% higher/lower, pre-tax profit (loss) for the years ended December
31, 2019 would have increased/decreased by $10,475 thousand, as a result of the changes in fair
value of financial assets at FVTPL, and the other comprehensive income (loss) for the years
ended December 31, 2019 would increase/decrease by $88,645 thousand, as a result of the
changes in fair value of financial assets at FVTOCI.
If equity prices had been 5% higher/lower, pre-tax profit (loss) for the years ended December
31, 2018 would have increased/decreased by $4,633 thousand, as a result of the changes in fair
value of financial assets at FVTPL, and the other comprehensive income (loss) for the years
ended December 31, 2018 would increase/decrease by $85,085 thousand, as a result of the
changes in fair value of financial assets at FVTOCI.
If mutual funds had been 5% higher/lower, pre-tax profit (loss) for the years ended December
31, 2019 would have increased/decreased by $5,898 thousand, as a result of the changes in fair
value of financial assets at FVTPL.
If mutual funds had been 5% higher/lower, pre-tax profit (loss) for the years ended December
31, 2018 would have increased/decreased by $8,496 thousand, as a result of the changes in fair
value of financial assets at FVTPL.
The sensitivity analyses below were determined based on the exposure to oil price risks at the
end of the reporting period.
If oil prices had been increase/decrease by US$1 dollar, fair value increase/decrease by $184
thousand (US$6 thousand) for holding oil swap and oil swap option contracts (oil swap and oil
swap option for hedging purpose but not determined to be an effective hedge) for the years
ended December 31, 2018.
The Group’s sensitivity to other price increased during the current year mainly due to the
increase in financial assets at FVTPL and financial assets at FVTOCI. The Group’s sensitivity
to mutual funds price decreased during current year mainly due to the decrease in financial
assets at FVTPL.
2) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting
in financial loss to the Group. As at the end of the reporting period, the Group’s maximum exposure
to credit risk which will cause a financial loss to the Group due to failure of counterparties to
discharge an obligation and financial guarantees provided by the Group could arise from:
a) The carrying amount of the respective recognized financial assets as stated in the balance sheets;
and
b) The amount of contingent liabilities in relation to financial guarantee issued by the Group.
2019
202 ANNUAL REPORT
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VI. Overview of the Company’s Financial Status
There is no significant concentration of credit risk for the Group. Credit risk is from cash and cash
equivalents deposit in banks, derivative financial instruments transactions with banks and financial
institutions and trade receivable from customers.
The Group adopted a policy of only dealing with creditworthy counterparties and obtaining
sufficient letter of bank guarantee and security deposit, where appropriate, as a means of mitigating
the risk of financial loss from defaults. To reduce credit risk, the Group has established an internal
monitoring procedures to monitor credit risk exposure and credit condition of counterparties.
The credit risk on liquid funds and derivatives was limited because the counterparties are banks
with high credit ratings assigned by credit-rating agencies.
3) Liquidity risk
The Group manages liquidity risk by monitoring and maintaining a level of cash and cash
equivalents deemed adequate to finance the Group’s operations and mitigate the effects of
fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and
ensures compliance with loan covenants.
The Group relies on bank borrowings as a significant source of liquidity. As of December 31, 2019
and 2018, the Group had available unutilized bank loans facilities $16,147,285 thousand and
$4,639,468 thousand, respectively.
The following table details the Group’s remaining contractual maturity for its non-derivative
financial liabilities with agreed repayment periods. The tables had been drawn up based on the
undiscounted cash flows of financial liabilities from the earliest date on which the Group can be
required to pay. The tables included both interest and principal cash flows. Specifically, bank
loans with a repayment on demand clause were included in the earliest time band regardless of
the probability of the banks choosing to exercise their rights. The maturity dates for other
non-derivative financial liabilities were based on the agreed repayment dates.
Less than
1 Year 1-5 Years 5+ Years
Less than 1
Year 1-5 Years 5-10 Years 10-15 Years 15-20 Years 20+ Years
2019
- 92 - ANNUAL REPORT 203
* Cash outflows of other financial liabilities of different terms will be offset by principal
secured by standby letters of credit and interest revenue. Cash inflows expected to occur not
later than one year, to occur later than one year and not later than five years, and to occur
later than five years were $329,892 thousand, $1,553,502 thousand and $493,624 thousand,
respectively.
Less than
1 Year 1-5 Years 5+ Years
* Cash outflows of other financial liabilities of different terms will be offset by principal
secured by standby letters of credit and interest revenue. Cash inflows expected to occur not
later than one year, to occur later than one year and not later than five years, and to occur
later than five years were $257,932 thousand, $1,425,990 thousand and $923,546 thousand,
respectively.
The amounts included above for financial guarantee contracts were within the limitation the
Group can offer to related parties; i.e. the maximum amounts the Group could be required to
settle under the arrangement for the full guaranteed amount if that amount is claimed by the
counterparty to the guarantee. Based on expectations at the end of the reporting period, the
management considers that it is more likely than not that no amount will be payable under the
arrangement.
b) Derivative instruments
Derivative instruments the Group held are all settled within one year as of December 31, 2018.
The Ministry of Transportation and Communications R.O.C. and National Development Fund held 35.66%
and 39.93% of the ordinary shares of YMCT as of December 31, 2019 and 2018, respectively. Over 50% of
the members of YMTC’s board of directors were appointed by the MOTC before the shareholders’
meeting, and over 50% of the members of YMTC’s board of directors were appointed by the MOTC and
National Development Fund after the shareholders’ meeting held on June 22, 2018. Therefore, the Group is
a government-related entity, which is controlled by the central government. Transactions with other
government-related entities were mainly bank deposits, borrowings and guarantees with government-owned
banks (see Notes 19 and 20), concession rights of the Port of Kaohsiung, Taiwan International Ports
Corporation Kaohsiung harbor intercontinental container and logistics center (see Notes 16 and 18),
operating commission contracts signed with TPC Corporation (see Note 38), and shipbuilding contracts
signed with CSBC Corporation (see Note 38).
2019
204 ANNUAL REPORT
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VI. Overview of the Company’s Financial Status
Balances and transactions between the Group and its subsidiaries, which are related party of the Group,
have been eliminated on consolidation and are not disclosed in this note. Besides as disclosed in other notes
and Table A and B, the following is a summary of the significant related party transaction carried out in the
normal course of the Group’s business:
2019
- 94 - ANNUAL REPORT 205
Related Party Name Relationship with the Group
Bay Container Terminal P. Ltd. Investors that have significant influence over
the subsidiaries
Marine Container Services (South) Pvt. Ltd. Investors that have significant influence over
the subsidiaries
Omega Intermodal Container Services Private Investors that have significant influence over
Limited the subsidiaries
Yang Ming Cultural Foundation Other related parties
(Concluded)
$ 557,985 $ 657,078
$ 3,859,956 $ 3,488,973
$ 117,770 $ 123,562
The Group’s transactions with related parties were conducted under contract terms.
c. Bank deposits
Bank deposits on reporting period (including financial assets at amortized cost as of December 31, 2019
and 2018) balance were as follows:
December 31
Related Party Category/Name 2019 2018
$ 6,863,066 $ 7,325,082
2019
206 ANNUAL REPORT
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VI. Overview of the Company’s Financial Status
d. Contract assets
December 31
Line Item Related Party Name 2019 2018
e. Contract liabilities
December 31
Line Item Related Party Name 2019 2018
f. Receivables and payables from related parties (excluding loans to related parties and contract assets)
December 31
Line Item Related Party Name 2019 2018
$ 145,741 $ 248,268
$ 42,397 $ 93,842
$ 34 $ 145
$ 471,425 $ 571,016
$ 394,870 $ 85,492
For the years ended December 31, 2019 and 2018, no impairment losses were recognized for notes
receivable, trade receivables, contract assets, and other receivables from related parties.
2019
- 96 - ANNUAL REPORT 207
g. Prepayments
December 31
Line Item Related Party Category/Name 2019 2018
$ 114,073 $ 31,572
h. Lease arrangements
December 31
Line Item Related Party Category/Name 2019 2018
$ 664,193 $ -
The Group’s lease agreements with related parties were conducted under contract terms.
i. Bonds payable
December 31
Related Party Category/Name 2019 2018
$ 5,480,000 $ 8,380,000
2019
208 ANNUAL REPORT
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VI. Overview of the Company’s Financial Status
December 31
Line Item Related Party Category/Name 2019 2018
$ 1,214,880 $ 1,689,320
$ 15,303,966 $ 19,736,539
k. Others
For the Year Ended December 31
Line Item Related Party Name 2019 2018
$ 2,857 $ 3,314
$ 38,367 $ 28,476
$ 726,303 $ 811,513
2019
- 98 - ANNUAL REPORT 209
The Group’s transactions with related parties were conducted under contract terms.
$ 41,962 $ 52,248
The remuneration of directors and key executives was determined by the remuneration committee
having regard to the performance of individuals and market trends.
The following assets were provided as collaterals for syndicated bank loans, long-term bank loans, bonds
and credit lines:
December 31
2019 2018
$ 57,623,784 $ 64,336,953
In addition to those mentioned in Table B, Notes 16, 20 and 24, commitments and contingent liability on
reporting periods were as follows:
a. Kuang Ming Shipping Corp. signed a contract, “operating commission”, with Taiwan Power Group,
Ltd. since January 2017 and the contract is for five years. Kuang Ming Shipping Corp. is responsible
for managing and operating vessels owned by Taiwan Power Group.
b. The Group signed ship lease contracts with other companies in 2013, 2015 and 2018, contracts that are
effective beginning either in 2015, 2018 and 2020 with lease periods ranging from 10 to 12 years. As of
December 31, 2019 and 2018, rentals for contracts that were yet in effect were respectively estimated
from US$1,550,000 thousand to US$1,867,000 thousand and from US$1,706,000 thousand to
US$2,053,000 thousand.
c. The Group’s shipping and port business were secured by the letter of guarantee issued by a bank for
$614,811 thousand and $588,259 thousand as of December 31, 2019 and 2018, respectively.
d. The Group signed shipbuilding contracts with government - related parties. As of December 31, 2019
and 2018, prepayments for equipment for these contracts amounted to $113,262 thousand and
$1,132,622 thousand, and unpaid amounts for these contracts were $4,374,934 thousand and
US$141,988 thousand and $5,113,560 thousand and US$165,960 thousand, respectively.
2019
210 ANNUAL REPORT
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VI. Overview of the Company’s Financial Status
The Group entities’ significant financial assets and liabilities denominated in foreign currencies aggregated
by the foreign currencies other than functional currencies and the related exchange rates between foreign
currencies and respective functional currencies were as follows:
Foreign
Currencies Carrying
(In Thousands) Exchange Rate Amount
Financial assets
Monetary items
USD $ 205,359 29.9800 (USD:NTD) $ 6,156,656
GBP 73,378 1.3134 (GBP:USD) 2,889,298
RMB 104,357 4.3037 (RMB:NTD) 449,123
USD 102,638 5.9485 (USD:TRY) 3,077,092
EUR 22,971 33.5986 (EUR:NTD) 771,799
GBP 5,039 39.3757 (GBP:NTD) 198,403
HKD 73,394 3.8502 (HKD:NTD) 282,583
JPY 3,958,900 0.2759 (JPY:NTD) 1,092,286
USD 8,950 6.9661 (USD:RMB) 268,323
CAD 360 22.9749 (CAD:NTD) 8,271
Non-monetary items
Investments accounted for using
equity method
USD 44,053 29.9800 (USD:NTD) 1,320,695
AUD 1,292 21.0070 (AUD:NTD) 27,145
AED 6,102 8.1623 (AED:NTD) 49,809
INR 37,582 0.4826 (INR:NTD) 18,137
GBP 142 39.3757 (GBP:NTD) 5,600
RMB 99,284 4.3037 (RMB:NTD) 427,290
IDR 2,571,364 0.0022 (IDR:NTD) 5,657
VND 4,633,077 0.0013 (VND:NTD) 6,023
EGP 26,557 1.8705 (EGP:NTD) 49,674
Financial assets at FVTPL
USD 136 29.9800 (USD:NTD) 4,077
Financial liabilities
Monetary items
USD 2,296,641 29.9800 (USD:NTD) 68,853,285
GBP 69,406 39.3757 (GBP:USD) 2,732,911
RMB 237,060 4.3037 (RMB:NTD) 1,020,234
EUR 27,701 33.5986 (EUR:NTD) 930,722
USD 27,478 29.9800 (USD:TRY) 823,800
JPY 1,370,346 0.2759 (JPY:NTD) 378,087
GBP 4,788 39.3757 (GBP:NTD) 188,538
USD 9,236 29.9800 (USD:RMB) 276,905
2019
- 100 - ANNUAL REPORT 211
December 31, 2018
Foreign
Currencies Carrying
(In Thousands) Exchange Rate Amount
Financial assets
Monetary items
USD $ 177,214 30.7200 (USD:NTD) $ 5,444,020
GBP 79,959 1.2652 (GBP:USD) 3,107,658
RMB 59,902 4.4751 (RMB:NTD) 268,069
USD 50,001 5.2649 (USD:TRY) 1,536,046
EUR 28,467 35.1882 (EUR:NTD) 1,001,716
GBP 11,064 38.8654 (GBP:NTD) 430,016
HKD 82,902 3.9228 (HKD:NTD) 325,209
JPY 2,550,470 0.2781 (JPY:NTD) 709,246
USD 7,643 6.8646 (USD:RMB) 234,783
CAD 668 22.5725 (CAD:NTD) 15,075
Non-monetary items
Investments accounted for using
equity method
USD 40,303 30.7200 (USD:NTD) 1,238,093
AUD 1,526 21.6607 (AUD:NTD) 33,060
AED 6,258 8.3637 (AED:NTD) 52,340
INR 37,925 0.4386 (INR:NTD) 16,634
GBP 123 38.8654 (GBP:NTD) 4,798
RMB 104,262 4.4751 (RMB:NTD) 466,583
IDR 2,620,952 0.0021 (IDR:NTD) 5,504
VND 5,657,692 0.0013 (VND:NTD) 7,355
EGP 20,890 1.7168 (EGP:NTD) 35,864
Financial assets at FVTPL
GBP 2 38.8654 (GBP:NTD) 70
USD 121 30.7200 (USD:NTD) 3,723
Financial liabilities
Monetary items
USD 533,983 30.7200 (USD:NTD) 16,403,949
GBP 75,656 1.2652 (GBP:USD) 2,940,396
RMB 211,730 4.4751 (RMB:NTD) 947,520
EUR 27,228 35.1882 (EUR:NTD) 958,104
USD 19,539 5.2649 (USD:TRY) 600,241
JPY 1,861,868 0.2781 (JPY:NTD) 517,757
GBP 3,109 38.8654 (GBP:NTD) 120,840
HKD 26,298 3.9228 (HKD:NTD) 103,161
USD 4,520 6.8646 (USD:RMB) 138,867
CAD 10,552 22.5725 (CAD:NTD) 238,192
For the years ended December 31, 2019 and 2018, realized and unrealized net foreign exchange gains were
$821,300 thousand and $96,059 thousand, respectively. It is impractical to disclose net foreign exchange
gains by each significant foreign currency due to the variety of the foreign currency transactions and
functional currencies of the entities in the Group.
2019
212 ANNUAL REPORT
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VI. Overview of the Company’s Financial Status
4) Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20%
of the paid-in capital: None;
5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in
capital: None;
6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital:
None;
7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the
paid-in capital: None;
8) Receivable from related parties amounting to at least NT$100 million or 20% of the paid-in capital:
See Table D attached;
10) Intercompany relationships and significant intercompany transactions: See Table E attached;
1) Information on any investee company in mainland China, showing the name, principal business
activities, paid-in capital, method of investment, inward and outward remittance of funds,
ownership percentage, net income of investees, investment income or loss, carrying amount of the
investment at the end of the period, repatriations of investment income, and limit on the amount of
investment in the mainland China area: See Table G attached;
2) Any of the following significant transactions with investee companies in mainland China, either
directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or
losses: None;
a) The amount and percentage of purchases and the balance and percentage of the related payables
at the end of the period.
b) The amount and percentage of sales and the balance and percentage of the related receivables at
the end of the period.
c) The amount of property transactions and the amount of the resultant gains or losses.
e) The highest balance, the end of period balance, the interest rate range, and total current period
interest with respect to financing of funds.
2019
- 102 - ANNUAL REPORT 213
f) Other transactions that have a material effect on the profit or loss for the period or on the
financial position, such as the rendering or receiving of services.
The Group considered the following factors and has decided to aggregate the operating segments into a
single operating segment for the preparation of these consolidated financial statements:
The following was an analysis of the Group’s revenue and results from continuing operations by
reportable segment.
Segment profit represented the profit before tax earned by each segment without allocation of central
administration costs and directors’ salaries, other operating income and expenses, other income, other
gains and losses, financial costs, share of profit or loss of associates and joint ventures and income tax
expense. This was the measure reported to the chief operating decision maker for the purpose of
resource allocation and assessment of segment performance.
2019
214 ANNUAL REPORT
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VI. Overview of the Company’s Financial Status
Because reportable segments do not regularly report measures to the chief operating decision maker,
measure of segment assets is zero.
c. Geographical information
The Group operates in four principal geographical areas - domestic, America, Europe and Asia.
The Group’s revenue from continuing operation and information about its noncurrent assets by
geographical location are detailed below. Containers, ships and construction in process cannot be
allocated by location because they are used for worldwide operation.
Revenue From
External
Customers
For the Year Noncurrent
Ended Assets
December 31, December 31,
2019 2019
$ 136,480,198
Revenue From
External
Customers
For the Year Noncurrent
Ended Assets
December 31, December 31,
2018 2018
$ 86,506,546
Noncurrent assets excluded those classified as financial assets, investments accounted for using equity
method, deferred tax assets, refundable deposits, post-employment benefit assets, prepayments for
investments and assets arising from insurance contracts.
2019
- 104 - ANNUAL REPORT 215
d. Critical customer
No single customer accounted for at least 10% of the Group’s total operating revenues for the years
ended December 31, 2019 and 2018.
2019
216 ANNUAL REPORT
- 105 -
TABLE A
0 Yang Ming Marine Yang Ming (Liberia) Corp. Other receivables Y $ 1,000,000 $ - $ - - 1 $ - - $ - - $ - $ 6,585,413 $ 8,231,767 B, C, D,
Transport Corporation and P
All Oceans Transportation, Other receivables Y 6,000,000 2,065,210 1,535,210 1.5721% 1 403,241 - - - - 6,585,413 8,231,767
Inc.
1 Yang Ming Line Kung Ming (Liberia) Corp. Other receivables Y 194,870 194,870 194,870 2.9366% 2 - Obtain working capital - - - 228,735 686,207 E and F
(Singapore) Pte. Ltd. (US$ 6,500 (US$ 6,500 (US$ 6,500
thousand) thousand) thousand)
Yang Ming Shipping (B.V.I.) Other receivables Y 104,930 - - - 2 - Obtain working capital - - - 1,143,678 1,143,678
Inc. (US$ 3,500
thousand)
Yang Ming Line (Hong Other receivables Y 89,940 89,940 89,940 2.9353% 2 - Obtain working capital - - - 1,143,678 1,143,678
Kong) Ltd. (US$ 3,000 (US$ 3,000 (US$ 3,000
thousand) thousand) thousand)
All Oceans Transportation, Other receivables Y 299,800 299,800 299,800 3.2644% 2 - Obtain working capital - - - 1,143,678 1,143,678
Inc. (US$ 10,000 (US$ 10,000 (US$ 10,000
thousand) thousand) thousand)
Yang Ming Shipping Other receivables Y 29,980 11,992 - - 2 - Obtain working capital - - - 1,143,678 1,143,678
Philippines, Inc. (US$ 1,000 (US$ 400
thousand) thousand)
Yang Ming Line (B.V.I.) Other receivables Y 85,443 - - - 2 - Obtain working capital - - - 1,143,678 1,143,678
Holding Co Ltd. (US$ 2,850
thousand)
Yang Ming Line (Thailand) Other receivables Y 28,997 17,459 17,459 3.1967% 2 - Obtain working capital - - - 228,735 686,207
Co., Ltd. (THB 28,900 (THB 17,400 (THB 17,400
thousand) thousand) thousand)
2 Yang Ming Line (B.V.I.) Kung Ming (Liberia) Corp. Other receivables Y 119,920 - - - 2 - Obtain working capital - - - 297,329 891,988 G and H
Holding Co., Ltd. (US$ 4,000
thousand)
3 Kung Ming Shipping Corp. Kung Ming (Liberia) Corp. Other receivables Y 236,842 212,814 - - 2 - Obtain working capital - - - 212,814 638,444 I and J
4 Yes Logistics Corp. Yes Logistics Europe GmbH Other receivables Y 37,508 37,508 37,508 1.7500%- 1 38,587 Obtain working capital - - - 496,635 620,793 K and L
(EUR 1,116 (EUR 1,116 (EUR 1,116 1.8500%
thousand) thousand) thousand)
Yes Logistics (Shanghai) Other receivables Y 127,382 127,382 127,382 1.7200%- 1 257,696 Obtain working capital - - - 496,635 620,793
Corp. (US$ 3,000 (US$ 3,000 (US$ 3,000 3.0000%
thousand thousand thousand
and and and
RMB 8,700 RMB 8,700 RMB 8,700
thousand) thousand) thousand)
Yes Logistics Benelux B.V. Other receivables Y 3,528 3,528 3,528 1.7500% 1 75,363 Obtain working capital - - - 211,876 620,793
(EUR 105 (EUR 105 (EUR 105
thousand) thousand) thousand)
5 Yang Ming Line Holding Triumph Logistics, Inc. Other receivables Y 47,968 23,984 23,984 3.7169% 2 - Obtain working capital - - - 1,078,539 1,078,539 M and N
Co. (US$ 1,600 (US$ 800 (US$ 800
thousand) thousand) thousand)
Kung Ming (Liberia) Corp. Other receivables Y 194,870 194,870 194,870 2.9231% 2 - Obtain working capital - - - 215,707 647,123
(US$ 6,500 (US$ 6,500 (US$ 6,500
thousand) thousand) thousand)
Yang Ming (America) Co. Other receivables Y 299,800 299,800 299,800 3.2768% 2 - Obtain working capital - - - 1,078,539 1,078,539
(US$ 10,000 (US$ 10,000 (US$ 10,000
thousand) thousand) thousand)
Yang Ming Line (B.V.I.) Other receivables Y 119,920 - - - 2 - Obtain working capital - - - 215,707 647,123
Holding Co Ltd. (US$ 4,000
thousand)
(Continued)
2019
ANNUAL REPORT
VI. Overview of the Company’s Financial Status
- 106 -
217
Notes:
A. Nature of financing:
218
1. Yang Ming Marine Transport Corporation (the Corporation) has transactions with the borrower.
2. The borrower needs short-term financing.
B. The maximum financing amount is 60% of the net assets of the Corporation. For borrowers with transactions with the Corporation, maximum financing is 50% of the net assets of the Corporation. For borrowers with short-term financing need, the maximum is 10% of the net assets of the Corporation.
2019
C. For borrowers with transactions with the Corporation, maximum financing is the lower of 15% of the net assets of the Corporation or the total amount of transactions between the Corporation and the borrower in the last two years. For the borrower needing short-term financing, maximum financing is 5% of the net assets of the
Corporation.
D. For a borrower that is a subsidiary of the Corporation, maximum financing is the lower of 40% of the latest net assets audited or reviewed by CPA of the Corporation or the total amount of transactions between the Corporation and the subsidiary in the last five years.
ANNUAL REPORT
E. The maximum financing amount is 50% of the net assets of the lender. For borrowers with transactions with the lender, maximum financing is 50% of the net assets of the lender. For borrowers with short-term financing need, the maximum is 30% of the net assets of the lender. For the borrower needing short-term financing with
direct or indirect holding of 100% voting right on none ROC corporation, maximum financing is 50% of the net total assets.
F. For borrowers with transactions with the lender, maximum financing is the lower of 25% of the net assets of the lender or the total amount of transactions between the lender and the borrower in the last five years. For the borrower needing short-term financing, maximum financing is 10% of the net assets of the lender.
G. The maximum financing amount is 50% of the net assets of the lender. For borrowers with transactions with the lender, maximum financing is 50% of the net assets of the lender. For borrowers with short-term financing need, the maximum is 30% of the net assets of the lender.
H. For borrowers with transactions with the lender, maximum financing is the lower of 25% of the net assets of the lender or the total amount of transactions between the lender and the borrower in the last five years. For the borrower needing short-term financing, maximum financing is 10% of the net assets of the lender.
I. The maximum financing amount is the 60% of the net assets of the lender. For borrowers with transactions with the lender, maximum financing is 30% of the net assets of the lender. For borrowers with short-term financing need, the maximum is the 30% of the net assets of the lender.
J. For borrowers with transactions with the lender, maximum financing is 15% of the net assets of the lender or the total amount of transactions between the lender and the borrower in the last two years. For subsidiaries with transactions with the lender maximum financing is 30% of the latest net assets. For the borrower needing
short-term financing maximum financing is 10% of the net assets of the lender.
K. The maximum financing amount is 70% of the net assets of the lender. For borrowers with transactions with the lender, maximum financing is 50% of the net assets of the lender. For borrowers with short-term financing need, the maximum is 20% of the net assets of the lender.
L. For borrowers with transactions with the lender, maximum financing is the lower of 15% of the total amount financing amount or the total amount of transactions between the lender and the borrower in the last two years. For subsidiaries with transactions with the lender maximum financing is 40% of the latest net assets. For the
borrower needing short-term financing, maximum financing is 10% of the financing amount.
M. The maximum financing amount is 80% of the net assets of the lender. For borrower with transactions with lender maximum financing is 50% of the net total assets of the lender. For the borrower needing short-term financing, maximum financing is 30% of the net total assets. For the borrower needing short-term financing with direct
or indirect holding of 100% voting right on non ROC corporation, maximum financing is 50% of the net total assets.
N. For borrower with transaction with the lender, maximum financing is 25% of the total amount of transaction between the lender and the borrower in the last five years. For the borrower needing short-term financing, maximum financing is 10% of the net assets of the lender. For the borrower needing short-term financing maximum
financing is 50% of the net assets of the lender.
O. United States dollars, Euros dollars and Ren Min Bi translated into New Taiwan dollars at the exchange rate of US$1=NT$29.98, THB1= NT$1.0034, EUR1= NT$33.5986 and RMB1= NT$4.3037 as of December 31, 2019.
P. The Company’s board of directors resolved in November 2018 to liquidate Yang Ming (Liberia) Corp. (Yang Ming Liberia) in February 2019.
(Concluded)
- 107 -
TABLE B
Endorser/Guarantee Ratio of
Limits on Accumulated
Maximum Amount Outstanding Endorsement/ Endorsement/ Endorsement/
Endorsement/ Endorsement/ Aggregate
Endorsed/ Endorsement/ Actual Borrowing Amount Endorsed/ Guarantee Given Guarantee Given Guarantee Given
Guarantee Given Guarantee to Net Endorsement/
No. Endorser/Guarantor Guaranteed During Guarantee at the Amount Guaranteed by by Parent on by Subsidiaries on Behalf of
Name Relationship on Behalf of Each Equity in Latest Guarantee Limit
the Period End of the Period (Note O) Collaterals Behalf of on Behalf of Companies in
Party Financial (Notes C and D)
(Note O) (Note O) Subsidiaries Parent Mainland China
(Notes C and D) Statements
(%)
0 Yang Ming Marine Transport All Oceans Transportation, Inc. Subsidiary $ 26,341,654 $ 12,771,417 $ 3,429,469 $ 3,429,469 $ - 20.83 $ 49,390,602 Y N N
Corporation (Note B) (US$ 425,998 (US$ 114,392 (US$ 114,392 (Note A)
thousand) thousand) thousand)
Kuang Ming Shipping Corp. Subsidiary 26,341,654 5,751,235 5,751,235 4,966,531 - 34.93 49,390,602 Y N N
(Note B) (US$ 78,260 (US$ 78,260 (US$ 72,854 (Note A)
thousand thousand thousand
and and and
NT$ 3,405,000 NT$ 3,405,000 NT$ 2,782,380
thousand) thousand) thousand)
Kuang Ming (Liberia) Corp. Subsidiary 26,341,654 4,551,104 3,808,779 2,185,139 - 23.13 49,390,602 Y N N
(Note B) (US$ 151,805 (US$ 127,044 (US$ 72,887 (Note A)
thousand) thousand) thousand
Yang Ming (America) Corp. Subsidiary 26,341,654 239,840 239,840 6,481 - 1.46 49,390,602 Y N N
(Note B) (US$ 8,000 (US$ 8,000 (US$ 216 (Note A)
thousand) thousand) thousand)
1 Yang Ming Line Holding Co. West Basin Container Terminal Investments in 903,979 133,370 133,370 82,607 - 0.81 1,129,974 N N N
LLC associates (Note F) (US$ 4,449 (US$ 4,449 (US$ 2,755 (Note E)
thousand) thousand) thousand)
United Terminal Leasing LLC Investments in 903,979 52,918 52,918 31,404 - 0.32 1,129,974 N N N
associates (Note F) (US$ 1,765 (US$ 1,765 (US$ 1,048 (Note E)
thousand) thousand) thousand)
2 All Oceans Transportation, Inc. Yang Ming Marine Transport Parent 5,344,292 4,644,000 3,452,250 1,452,250 3,452,250 20.97 6,680,365 N Y N
Corporation (Note H) (Note P) (Note G)
3 Kuang Ming Shipping Corp. Kuang Ming (Liberia) Corp. Subsidiary 29,089,135 1,788,409 1,133,948 191,331 - 6.89 36,361,419 N N N
(Note J) (US$ 9,000 (US$ 15,000 (US$ 6,382 (Note I)
thousand thousand thousand)
JPY 5,504,000 JPY 2,480,000
thousand) thousand)
4 Yang Ming Line (Singapore) Pte. Yang Ming Line (M) Sdn. Bhd. Subsidiary 918,694 29,299 29,299 28,966 - 0.18 1,148,368 N N N
Ltd. (Note L) (MYR 4,000 (MYR 4,000 (MYR 3,955 (Note K)
thousand) thousand) thousand)
5 Karlman Properties Limited Yang Ming Marine Transport Parent 352,816 310,000 232,500 232,500 232,500 1.41 441,020 N Y N
Corporation (Note N) (Note M)
(Continued)
2019
ANNUAL REPORT
VI. Overview of the Company’s Financial Status
- 108 -
219
A. Represents 300 of the latest net assets audited or reviewed by CPA of Yang Ming Marine Transport Corporation (the “Corporation”).
220
C. Represents 400 of the latest net assets audited or reviewed by CPA of the Corporation, and subsidiaries.
2019
E. Represents 50 of assets of Yang Ming Line Holding Co.
ANNUAL REPORT
G. Represents 100 of asset of All Oceans Transportation, Inc.
I. Represents 400 of the net asset value of Kuang Ming Shipping Corp.
K. Represents 50 of the net asset value of Yang Ming Line (Singapore) Pte. Ltd.
O. United States dollars, Great Britain Pounds and Japanese yen translated into New Taiwan dollars at the exchange rate of US$1=NT$29.98, JPY1=NT$0.2759, and MYR1=NT$7.3247 on December 31, 2019.
P. Represents 10 ships used as guarantees, with carrying value of $6,796,105 thousand as of December 31, 2019.
(Concluded)
- 109 -
TABLE C
Mutual funds
Hua Nan Selected Income Multi-Asset - Financial assets at FVTPL - current 500,000 4,955 - 4,955
Fund A
2019
ANNUAL REPORT
(Continued)
VI. Overview of the Company’s Financial Status
- 110 -
221
December 31, 2019
Relationship with the
Holding Company Name Type and Name of Marketable Securities Financial Statement Account Carrying Percentage of Note
Holding Company Shares Fair Value
222
Amount Ownership
Team Group Inc. - Financial assets at FVTPL - current 98,000 $ 2,964 0.14 $ 2,964
Egis Technology Inc. - Financial assets at FVTPL - current 6,000 1,419 0.01 1,419
2019
Top Bright Holding Co., Ltd. - Financial assets at FVTPL - current 50,000 5,400 0.10 5,400
Merry Electrontic Co., Ltd. - Financial assets at FVTPL - current 10,000 1,675 - 1,675
Accton Technology Corp - Financial assets at FVTPL - current 60,000 10,080 0.01 10,080
Delta Electrontic, Inc. Common Stock - Financial assets at FVTPL - current 10,000 1,515 - 1,515
ANNUAL REPORT
Makalot Industrial Co., Ltd. - Financial assets at FVTPL - current 10,000 1,575 - 1,575
Bioteque Corporation - Financial assets at FVTPL - current 30,000 3,915 0.04 3,915
Mutual funds
Global X Robotics & Artificial - Financial assets at FVTPL - current 2,100 1,377 - 1,377
XLE.P Energy Select SPDR - Financial assets at FVTPL - current 1,500 2,700 - 2,700
Yuanta Global Future Telecommunication - Financial assets at FVTPL - current 100,000 2,040 - 2,040
ETF
Shin Kong Shiller Barclays CAPE® US - Financial assets at FVTPL - current 150,000 3,000 - 3,000
Sector Value ETF
Shin Kong US Harvest Balanced TWD A - Financial assets at FVTPL - current 175,919 1,914 - 1,914
Yuanta 15+ Year Emerging Markets - Financial assets at FVTPL - current 25,000 1,000 - 1,000
Sovereign Bond ETF
Yuanta China Policy Bank 5+ Year Bond - Financial assets at FVTPL - current 25,000 1,000 - 1,000
ETF
Cathay US Multi-Income Balanced Fund B - Financial assets at FVTPL - current 300,000 3,035 - 3,035
TWD
Schroder 2025 Maturity Emerging Market - Financial assets at FVTPL - current 200,000 1,996 - 1,996
First Sovereign Bond Fund TWD
Union Asian High Yield Bond Fund TWD - Financial assets at FVTPL - current 92,717 981 - 981
A
Cathay Target Date 2029 Fund of Funds A - Financial assets at FVTPL - current 100,000 1,030 - 1,030
TWD
Cathay Senior Secured High Yield Bond - Financial assets at FVTPL - current 300,000 3,287 - 3,287
Fund A USD
Cathay FTSE China A50 Daily Leveraged - Financial assets at FVTPL - current 110,000 3,979 - 3,979
2X ETF
SinoPac Global Multi Income Fund TWD - Financial assets at FVTPL - current 100,000 919 - 919
Acc
SinoPac Global Multi Income Fund USD - Financial assets at FVTPL - current 5,000 1,432 - 1,432
Acc
Capital Aggressive Allocation Fund of - Financial assets at FVTPL - current 100,000 1,019 - 1,019
Funds A TWD
Taishin Global Short-Dated High Yield - Financial assets at FVTPL - current 20,000 6,273 - 6,273
Bond Fund
PineBridge Asia Pacific High Yield Bond - Financial assets at FVTPL - current 178,407 2,024 - 2,024
Fund
FSITC US Top 100 Bond Fund N Acc USD - Financial assets at FVTPL - current 5,000 1,556 - 1,556
Nomura Global Financial Bond Fund Inc - Financial assets at FVTPL - current 4,943 1,554 - 1,554
USD
Eastspring Investments - Asian High Yield - Financial assets at FVTPL - current 5,496 1,484 - 1,484
Bond Fund
(Continued)
- 111 -
December 31, 2019
Relationship with the
Holding Company Name Type and Name of Marketable Securities Financial Statement Account Carrying Percentage of Note
Holding Company Shares Fair Value
Amount Ownership
Manulife Global Preferred Income Fund A - Financial assets at FVTPL - current 4,850 $ 1,608 - $ 1,608
USD
Allianz US Low Average Duration High - Financial assets at FVTPL - current 10,000 3,092 - 3,092
Yield Fund USD A
Nomura Frontier Markets Bond Fund - Financial assets at FVTPL - current 4,716 1,555 - 1,555
Accumulate USD
Fubon China CSI 500 Index ETF - Financial assets at FVTPL - current 194,000 3,496 - 3,496
Fuh Hwa Developed Countries 300 Equity - Financial assets at FVTPL - current 100,000 1,047 - 1,047
Index Fund TWD
KGI Taiwan Multi-Asset Income Fund - Financial assets at FVTPL - current 300,000 3,045 - 3,045
KGI Hospital & Dependency Related - Financial assets at FVTPL - current 244,113 3,269 - 3,269
Industries Fund TWD
Nomura Four Years Ladder Maturity - Financial assets at FVTPL - current 100,000 4,560 - 4,560
Emerging Market Bond Fund CNY Acc
Cathay Asian Growth Fund USD - Financial assets at FVTPL - current 234,444 2,919 - 2,919
Hua Nan Selected Income Multi-Asset - Financial assets at FVTPL - current 200,000 1,982 - 1,982
Fund ACC TWD
Taishin North American Income Trust Fund - Financial assets at FVTPL - current 63,939 1,523 - 1,523
USD A
Nomura Global Equity Fund USD - Financial assets at FVTPL - current 3,602 1,596 - 1,596
PineBridge China A-Shares Quantitative - Financial assets at FVTPL - current 46,993 2,194 - 2,194
Equity Fund-A (CNY)
Shin Kong Global Preferred Stock Income - Financial assets at FVTPL - current 100,000 1,000 - 1,000
Fund A TWD
Eastspring Investments Target Maturity 3-6 - Financial assets at FVTPL - current 10,000 3,039 - 3,039
Year Global EM Bond Fund Acc USD
Sinopac ICE 1-3 Year US Treasury ETF - Financial assets at FVTPL - current 25,000 970 - 970
Mega Danish Covered Mortgage Bond - Financial assets at FVTPL - current 199,513 1,975 - 1,975
Index Fund TWD A
UPAMC 10Y+ Aa-A USD Senior - Financial assets at FVTPL - current 40,000 1,497 - 1,497
Corporate Bond ETF
Yuanta S&P U.S. High Yield Preferred - Financial assets at FVTPL - current 100,000 2,049 - 2,049
Stock ETF
Taishin Senior Secured High Yield Bond - Financial assets at FVTPL - current 10,000 3,099 - 3,099
Fund A USD
Cathay Asia-Pacific Income Bal Acc CNH - Financial assets at FVTPL - current 440,723 5,019 - 5,019
Nomura Global Financial Bond Fund Acc - Financial assets at FVTPL - current 93,325 1,005 - 1,005
TWD
Prudential Financial China FlexBal B TWD - Financial assets at FVTPL - current 252,325 2,909 - 2,909
Yuanta MSCI CHINA A ETF - Financial assets at FVTPL - current 100,000 2,153 - 2,153
JPM (Taiwan) New Silk Road Emerging - Financial assets at FVTPL - current 93,633 936 - 936
Markets Fund
M&G Optimal Income Fund - M&G - Financial assets at FVTPL - current 29,964 9,864 - 9,864
Optimal Income Fund USD C-H Acc
Fuh Hwa Global Short-Term Income Fund - Financial assets at FVTPL - current 164,677 1,995 - 1,995
(Continued)
2019
ANNUAL REPORT
VI. Overview of the Company’s Financial Status
- 112 -
223
December 31, 2019
Relationship with the
Holding Company Name Type and Name of Marketable Securities Financial Statement Account Carrying Percentage of Note
Holding Company Shares Fair Value
224
Amount Ownership
Corporate bond
Cathay Life Insurance, 3% perp., TWD - Financial assets at amortized cost 20 $ 20,000 - $ 20,000
2019
Yes Logistics Corp. Domestic unquoted shares
United Raw Material Solutions Inc./URMS - Financial assets at FVTOCI - non-current 319,751 1,136 2.76 1,136
ANNUAL REPORT
(Concluded)
- 113 -
TABLE D
Yang Ming Marine Transport Corporation All Oceans Transportation, Inc. A $ 1,535,797 - $ - - $ - $ -
(Note D)
Young-Carrier Company Limited A 939,083 - - - 939,083 -
Yang Ming (India) Pvt. Ltd. A 153,793 - - - 23,641 -
Yang Ming Shipping (Vietnam) Co., Ltd. A 117,048 - - - 117,048 -
Yes Logistics Corp. A 613,112 - - - - -
(Note E)
Hong Ming Terminal & Stevedoring Corp. A 164,813 - - - - -
(Note E)
Hong Ming Terminal & Stevedoring Corp. Yang Ming Marine Transport Corporation C 129,525 - - - - -
Jing Ming Transportation Co., Ltd. Yang Ming Marine Transport Corporation C 139,896 - - - - -
Yang Ming Line (Singapore) Pte. Ltd. All Oceans Transportation, Inc. B 299,800 - - - - -
(Note D)
Kuang Ming (Liberia) Corp. B 194,870 - - - - -
(Note D)
Yang Ming Shipping (B.V.I.) Inc. Yang Ming Line (Hong Kong) Ltd. B 288,183 - - - 288,183 -
Yang Ming Line (Hong Kong) Ltd. Yang Ming Marine Transport Corporation C 125,410 - - - 125,410 -
Young-Carrier Company Limited Yang Ming Marine Transport Corporation C 927,491 - - - 599,701 -
Yang Ming Anatolia Shipping Agency S.A. Yang Ming Marine Transport Corporation C 127,712 - - - 127,712 -
Yang Ming Line Holding Co. Yang Ming (America) Corp. A 300,117 - - - - -
(Note F)
Kuang Ming (Liberia) Shipping Corp. B 194,870 - - - - -
(Note D)
Yang Ming (America) Corp. Yang Ming Marine Transport Corporation C 240,477 - - - 240,477 -
Yang Ming (UK) Ltd. B 117,124 - - - 117,124 -
Yang Ming Line (B.V.I.) Holding Co., Ltd. Yang Ming (UK) Ltd. A 4,246,742 - - - - -
(Note E)
(Continued)
2019
ANNUAL REPORT
VI. Overview of the Company’s Financial Status
- 114 -
225
Overdue Amounts Received
Allowance for
Company Name Related Party Relationship Ending Balance Turnover Rate in Subsequent
Amount Action Taken Bad Debts
226
Period
Yang Ming Shipping (Vietnam) Co., Ltd. Yang Ming Marine Transport Corporation C $ 105,901 - $ - - $ 105,901 $ -
2019
Yes Logistics Corp. Yes Logistics (Shanghai) Corp. A 158,408 - - - - -
(Note F)
Yang Ming (Japan) Co. Ltd. Yang Ming Marine Transport Corporation C 113,097 - - - 113,097 -
ANNUAL REPORT
Yang Ming Line (Thailand) Co., Ltd. Yang Ming Marine Transport Corporation C 126,594 - - - 126,594 -
Yang Ming (UK) Ltd. Yang Ming Marine Transport Corporation C 276,710 - - - - -
Notes:
C. Parent company.
F. Financing provided, interest receivable, and collection of freight and fees between related parties.
G. Collections between related parties made according to “Agency Accounting Procedure” by the Corporation and local business conventions.
(Concluded)
- 115 -
TABLE E
Transaction Details
Number Relationship
Investee Company Counterparty % to Total Sales or
(Note A) (Note B) Financial Statement Accounts Amount (Note C) Payment Terms
Assets
0 Yang Ming Marine Transport Corp. All Oceans Transportation, Inc. 1 Other receivables $ 587 Conducted as agreed terms -
Long-term notes receivable and trade receivables 1,535,210 Conducted as agreed terms 0.01
Right-of-use assets 27,507,654 Conducted as agreed terms 0.14
Lease liabilities 6,577,628 Conducted as agreed terms 0.04
Operating revenue 9,860 Conducted as agreed terms -
Operating cost 6,003,781 Conducted as agreed terms 0.04
Interest revenue 14,280 Conducted as agreed terms -
Interest expense 133,843 Conducted as agreed terms -
Honming Terminal & Stevedoring Co., Ltd. 1 Trade receivables 36 Conducted as agreed terms -
Other receivables 11,558 Conducted as agreed terms -
Other payables 129,525 Conducted as agreed terms -
Finance lease receivable 18,188 Conducted as agreed terms -
Long-term lease receivable 135,031 Conducted as agreed terms -
Operating revenue 11,976 Conducted as agreed terms -
Operating cost 394,090 Conducted as agreed terms -
Interest revenue 41,488 Conducted as agreed terms -
Right-of-use assets 4,032 Conducted as agreed terms -
Lease liabilities 4,064 Conducted as agreed terms -
Marketing expense 323 Conducted as agreed terms -
Rent income 943 Conducted as agreed terms -
Interest expense 69 Conducted as agreed terms -
Jing Ming Transportation Co., Ltd. 1 Other receivables 327 Conducted as agreed terms -
Other payables 139,896 Conducted as agreed terms -
Interest expense 118 Conducted as agreed terms -
Guarantee deposits received 130 Conducted as agreed terms -
Right-of-use assets 4,265 Conducted as agreed terms -
Lease liabilities 4,317 Conducted as agreed terms -
Operating revenue 2,064 Conducted as agreed terms -
Operating cost 645,158 Conducted as agreed terms -
Rent income 744 Conducted as agreed terms -
Ching Ming Investment Corp. 1 Guarantee deposits received 185 Conducted as agreed terms -
Rent income 1,194 Conducted as agreed terms -
Interest expense 2 Conducted as agreed terms -
Yang Ming Shipping (B.V.I.) Inc. 1 Payables to shipping agents 24,069 Conducted as agreed terms -
Operating cost 183,816 Conducted as agreed terms -
Yang Ming Line (Hong Kong) Ltd. Contract assets 14,089 Conducted as agreed terms -
Payables to shipping agents 125,410 Conducted as agreed terms -
Operating cost 109,740 Conducted as agreed terms -
(Continued)
2019
ANNUAL REPORT
VI. Overview of the Company’s Financial Status
- 116 -
227
Transaction Details
Number Relationship
Investee Company Counterparty % to Total Sales or
(Note A) (Note B) Financial Statement Accounts Amount (Note C) Payment Terms
228
Assets
Yang Ming Line (India) Pvt. Ltd. 1 Contract assets $ 3,976 Conducted as agreed terms -
Trade receivables 153,793 Conducted as agreed terms -
2019
Advances to shipping agent 44,373 Conducted as agreed terms -
Operating cost 27,277 Conducted as agreed terms -
Yang Ming (Korea) Co., Ltd. 1 Contract assets 15,747 Conducted as agreed terms -
Payables to shipping agents 34,044 Conducted as agreed terms -
ANNUAL REPORT
Operating cost 185,633 Conducted as agreed terms -
Young-Carrier Company Ltd. 1 Contract assets 922,513 Conducted as agreed terms -
Trade receivables 939,083 Conducted as agreed terms -
Payables to shipping agents 927,491 Conducted as agreed terms -
Operating cost 561,532 Conducted as agreed terms -
Yang Ming (Japan) Co., Ltd. 1 Contract assets 135,753 Conducted as agreed terms -
Trade receivables 64,125 Conducted as agreed terms -
Payables to shipping agents 113,097 Conducted as agreed terms -
Operating cost 277,572 Conducted as agreed terms -
Administrative expense 187 Conducted as agreed terms -
Manwa & Co., Ltd. 1 Trade receivables 3,769 Conducted as agreed terms -
Yang Ming (Singapore) Pte. Ltd. 1 Contract assets 51,472 Conducted as agreed terms -
Trade receivables 61,830 Conducted as agreed terms -
Payables to shipping agents 1,755 Conducted as agreed terms -
Operating cost 140,846 Conducted as agreed terms -
Yang Ming Line (M) Sdn. Bhd. 1 Contract assets 22,040 Conducted as agreed terms -
Trade receivables 67,753 Conducted as agreed terms -
Payables to shipping agents 64,080 Conducted as agreed terms -
Operating cost 54,896 Conducted as agreed terms -
Sunbright Insurance Pte. Ltd. 1 Operating cost 7,097 Conducted as agreed terms -
Yang Ming Shipping (Vietnam) Co., Ltd. 1 Contract assets 103,718 Conducted as agreed terms -
Trade receivables 117,048 Conducted as agreed terms -
Payables to shipping agents 105,901 Conducted as agreed terms -
Operating cost 78,321 Conducted as agreed terms -
Yang Ming Anatolia Shipping Agency S.A. 1 Contract assets 45,161 Conducted as agreed terms -
Trade receivables 48,397 Conducted as agreed terms -
Payables to shipping agents 127,712 Conducted as agreed terms -
Operating cost 59,105 Conducted as agreed terms -
Yang Ming Shipping Philippines, Inc. Contract assets 629 Conducted as agreed terms -
Payables to shipping agents 11,287 Conducted as agreed terms -
Operating cost 49,879 Conducted as agreed terms -
Yang Ming (Latin America) Corp. 1 Payables to shipping agents 2,201 Conducted as agreed terms -
Operating cost 24,937 Conducted as agreed terms -
Yang Ming Line (Thailand) Co., Ltd. 1 Contract assets 54,122 Conducted as agreed terms -
Trade receivables 33,995 Conducted as agreed terms -
Payables to shipping agents 126,594 Conducted as agreed terms -
Operating cost 97,785 Conducted as agreed terms -
Yang Ming Insurance Co., Ltd. 1 Prepayment 2,141 Conducted as agreed terms -
Operating cost 17,516 Conducted as agreed terms -
PY Yang Ming Shipping Indonesia 1 Trade receivables 15,419 Conducted as agreed terms -
Operating cost 65,393 Conducted as agreed terms -
Payables to shipping agents 88,448 Conducted as agreed terms -
(Continued)
- 117 -
Transaction Details
Number Relationship
Investee Company Counterparty % to Total Sales or
(Note A) (Note B) Financial Statement Accounts Amount (Note C) Payment Terms
Assets
Yang Ming (America) Corp. 1 Payables to shipping agents $ 240,477 Conducted as agreed terms -
Operating cost 1,129,895 Conducted as agreed terms 0.01
Triumph Logistics, Inc. 1 Trade payables 1,871 Conducted as agreed terms -
Operating cost 121,176 Conducted as agreed terms -
Topline Transportation, Inc. 1 Trade payables 815 Conducted as agreed terms -
Operating cost 67,520 Conducted as agreed terms -
Yang Ming Shipping (Canada) Ltd. 1 Payables to shipping agents 18,597 Conducted as agreed terms -
Operating cost 38,153 Conducted as agreed terms -
Yang Ming (Belgium) N.V. 1 Contract assets 48,486 Conducted as agreed terms -
Trade receivables 63,557 Conducted as agreed terms -
Payables to shipping agents 28,705 Conducted as agreed terms -
Operating cost 50,668 Conducted as agreed terms -
Yang Ming (Netherlands) B.V. 1 Contract assets 106,114 Conducted as agreed terms -
Trade receivables 50,768 Conducted as agreed terms -
Payables to shipping agents 23,286 Conducted as agreed terms -
Operating revenue 10,212 Conducted as agreed terms -
Operating cost 75,103 Conducted as agreed terms -
Yang Ming (Italy) S.p.A. 1 Contract assets 122,610 Conducted as agreed terms -
Trade receivables 91,513 Conducted as agreed terms -
Payables to shipping agents 49,923 Conducted as agreed terms -
Operating cost 93,522 Conducted as agreed terms -
Yang Ming (U.K.) Ltd. 1 Contract assets 71,203 Conducted as agreed terms -
Trade receivables 72,618 Conducted as agreed terms -
Prepayment 18,663 Conducted as agreed terms -
Payables to shipping agents 11,160 Conducted as agreed terms -
Trade payables 276,710 Conducted as agreed terms -
Operating revenue 1,852,494 Conducted as agreed terms 0.01
Operating cost 1,213,647 Conducted as agreed terms 0.01
Yang Ming Shipping Europe GmbH 1 Contract assets 125,473 Conducted as agreed terms -
Trade receivables 45,335 Conducted as agreed terms -
Payables to shipping agents 73,089 Conducted as agreed terms -
Operating revenue 2,915 Conducted as agreed terms -
Operating cost 331,527 Conducted as agreed terms -
Yang Ming (Russia) LLC. 1 Trade receivables 9,028 Conducted as agreed terms -
Payables to shipping agents 3,185 Conducted as agreed terms -
Operating cost 10,723 Conducted as agreed terms -
Yang Ming (Spain), S.L 1 Contract assets 67,385 Conducted as agreed terms -
Trade receivables 50,583 Conducted as agreed terms -
Payables to shipping agents 17,048 Conducted as agreed terms -
Operating cost 35,039 Conducted as agreed terms -
Yang Ming (Mediterranean) Marine 1 Payables to shipping agents 6,392 Conducted as agreed terms -
Services Single-Member Limited
Liability Company
Operating cost 46,229 Conducted as agreed terms -
Kuang Ming Shipping Corp. 1 Interest revenue 10,303 Conducted as agreed terms -
Interest expense 36 Conducted as agreed terms -
Operating revenue 2,843 Conducted as agreed terms -
(Continued)
2019
ANNUAL REPORT
VI. Overview of the Company’s Financial Status
- 118 -
229
Transaction Details
Number Relationship
Investee Company Counterparty % to Total Sales or
(Note A) (Note B) Financial Statement Accounts Amount (Note C) Payment Terms
230
Assets
2019
Marketing expense 701 Conducted as agreed terms -
Refundable deposits 126 Conducted as agreed terms -
Rent income 4,444 Conducted as agreed terms -
Kuang Ming (Liberia) Shipping Corp. 1 Operating revenue 63 Conducted as agreed terms -
ANNUAL REPORT
YES Logistics Corp. 1 Trade receivables 692 Conducted as agreed terms -
Other payables 4,103 Conducted as agreed terms -
Finance lease receivable 36,433 Conducted as agreed terms -
Long-term lease receivable 575,987 Conducted as agreed terms -
Interest revenue 14,773 Conducted as agreed terms -
Operating revenue 548,439 Conducted as agreed terms -
Rent income 5,873 Conducted as agreed terms -
Operating cost 14,004 Conducted as agreed terms -
Marketing expense 204 Conducted as agreed terms -
Yes Logistics Corp. (USA) 1 Other receivables 14,289 Conducted as agreed terms -
Trade payables 568 Conducted as agreed terms -
Other current liabilities 19,762 Conducted as agreed terms -
Operating revenue 168,371 Conducted as agreed terms -
Operating cost 1 Conducted as agreed terms -
Golden Logistics USA Corporation 1 Trade payables 2,608 Conducted as agreed terms -
Operating cost 52,704 Conducted as agreed terms -
1 All Oceans Transportation, Inc. Sunbright Insurance Pte. Ltd. 2 Operating cost 15,638 Conducted as agreed terms -
Yang Ming Line (Singapore) Pte. Ltd. 2 Interest expense 10,236 Conducted as agreed terms -
Short-term debt payable 299,800 Conducted as agreed terms -
Yang Ming Insurance Co., Ltd. 2 Prepayment 3,709 Conducted as agreed terms -
Operating cost 30,336 Conducted as agreed terms -
2 Honming Terminal & Stevedoring Co., Ltd. Jing Ming Transportation Co., Ltd. 2 Other payables 19,618 Conducted as agreed terms -
Guarantee deposits received 1 Conducted as agreed terms -
Operating cost 72,993 Conducted as agreed terms -
YES Logistics Corp. 2 Other receivables 79 Conducted as agreed terms -
Other payables 5,630 Conducted as agreed terms -
Operating revenue 9,942 Conducted as agreed terms -
Operating cost 32,159 Conducted as agreed terms -
3 Jing Ming Transportation Co., Ltd. YES Logistics Corp. 2 Trade receivables 1,411 Conducted as agreed terms -
Operating revenue 8,344 Conducted as agreed terms -
4 Yang Ming Line (Singapore) Pte. Ltd. Young-Carrier Company Ltd. 2 Other payables 917 Conducted as agreed terms -
Guarantee deposits received 7,566 Conducted as agreed terms -
Rent income 31,212 Conducted as agreed terms -
Yang Ming Line (Thailand) Co., Ltd. 2 Long-term notes receivable and trade receivables 15,047 Conducted as agreed terms -
Interest revenue 671 Conducted as agreed terms -
YES Logistics (Shanghai) Corp. 2 Guarantee deposits received 153 Conducted as agreed terms -
Rent income 570 Conducted as agreed terms -
(Continued)
- 119 -
Transaction Details
Number Relationship
Investee Company Counterparty % to Total Sales or
(Note A) (Note B) Financial Statement Accounts Amount (Note C) Payment Terms
Assets
Kuang Ming (Liberia) Shipping Corp. 2 Other receivables $ 194,870 Conducted as agreed terms -
Interest revenue 5,213 Conducted as agreed terms -
Yang Ming Shipping (B.V.I.) Inc. 2 Interest revenue 3,293 Conducted as agreed terms -
Yang Ming Line (Hong Kong) Ltd. 2 Long-term notes receivable and trade receivables 89,940 Conducted as agreed terms -
Interest revenue 151 Conducted as agreed terms -
5 Yang Ming Insurance Co., Ltd. Kuang Ming Shipping Corp. 2 Advances from customers 333 Conducted as agreed terms -
Operating revenue 2,832 Conducted as agreed terms -
Kuang Ming (Liberia) Shipping Corp. 2 Advances from customers 3,005 Conducted as agreed terms -
Operating revenue 26,958 Conducted as agreed terms -
6 Yang Ming (Singapore) Pte. Ltd. Kuang Ming (Liberia) Shipping Corp. 2 Operating revenue 319 Conducted as agreed terms -
7 Yang Ming Shipping (B.V.I.) Inc. Yang Ming Line (Hong Kong) Ltd. 2 Trade receivables 288,183 Conducted as agreed terms -
Marketing expense 37,885 Conducted as agreed terms -
8 Karlman Properties Limited Yang Ming Line (Hong Kong) Ltd. 2 Guarantee deposits received 770 Conducted as agreed terms -
Rent income 9,471 Conducted as agreed terms -
9 Yang Ming Line (Hong Kong) Ltd. Young-Carrier Company Ltd. 2 Rent income 677 Conducted as agreed terms -
Yes Logistics Company Ltd. 2 Rent income 237 Conducted as agreed terms -
10 Yang Ming Line (India) Pte. Ltd. Yes Logistics Corp. (USA) 2 Trade receivables 32 Conducted as agreed terms -
Trade payables 2 Conducted as agreed terms -
11 Yang Ming (Japan) Co., Ltd. Manwa & Co., Ltd. 2 Other receivables 39 Conducted as agreed terms -
Operating revenue 344 Conducted as agreed terms -
Rent income 170 Conducted as agreed terms -
Kuang Ming (Liberia) Shipping Corp. 2 Operating revenue 34 Conducted as agreed terms -
12 Manwa & Co., Ltd. YES Logistics Corp. 2 Other current assets 65 Conducted as agreed terms -
Operating revenue 158 Conducted as agreed terms -
13 Sunbright Insurance Pte. Ltd. Kuang Ming Shipping Corp. 2 Operating revenue 1,289 Conducted as agreed terms -
Kuang Ming (Liberia) Shipping Corp. 2 Operating revenue 13,472 Conducted as agreed terms -
14 Yang Ming Line (Thailand) Co., Ltd. Yang Ming Line Shipping (Thailand) Co., 2 Trade payables 2,042 Conducted as agreed terms -
Ltd.
Operating cost 16,458 Conducted as agreed terms -
15 Yang Ming Line Holding Corp Yang Ming (America) Corp. 2 Other receivables 317 Conducted as agreed terms -
Long-term notes receivable and trade receivables 299,800 Conducted as agreed terms -
Interest revenue 9,574 Conducted as agreed terms -
Triumph Logistics, Inc. 2 Other receivables 23,984 Conducted as agreed terms -
Interest revenue 898 Conducted as agreed terms -
Yang Ming Line (B.V.I.) Holding Co., Ltd. 2 Interest revenue 1,968 Conducted as agreed terms -
Kuang Ming (Liberia) Shipping Corp. 2 Other receivables 194,870 Conducted as agreed terms -
Interest revenue 5,248 Conducted as agreed terms -
2019
ANNUAL REPORT
(Continued)
VI. Overview of the Company’s Financial Status
- 120 -
231
Transaction Details
Number Relationship
Investee Company Counterparty % to Total Sales or
(Note A) (Note B) Financial Statement Accounts Amount (Note C) Payment Terms
232
Assets
16 Yang Ming (America) Corp. Topline Transportation, Inc. 2 Other receivables $ 3,705 Conducted as agreed terms -
Triumph Logistics, Inc. 2 Other receivables 533 Conducted as agreed terms -
2019
17 Yang Ming Line (B.V.I.) Holding Co., Ltd. Yang Ming Line N.V. 2 Other receivables 3,743 Conducted as agreed terms -
Kuang Ming (Liberia) Shipping Corp. 2 Interest revenue 3,906 Conducted as agreed terms -
ANNUAL REPORT
18 Yang Ming Line N.V. Yang Ming Line B.V. 2 Other receivables 4,027 Conducted as agreed terms -
19 Yang Ming (Belgium) N.V. Yang Ming (Netherlands) B.V. 2 Marketing expense 457 Conducted as agreed terms -
Yang Ming Shipping Europe GmbH 2 Operating cost 56 Conducted as agreed terms -
20 Yang Ming (Netherlands) B.V. Yang Ming Shipping Europe GmbH 2 Trade receivables 151 Conducted as agreed terms -
Other payables 278 Conducted as agreed terms -
Yes Logistics Benelux B.V. 2 Trade receivables 1,288 Conducted as agreed terms -
21 Yang Ming (Italy) S.p.A. Yang Ming (Naples) S.r.l. 2 Prepayment 5,123 Conducted as agreed terms -
Trade payables 479 Conducted as agreed terms -
Other payables 6,021 Conducted as agreed terms -
Operating cost 1,671 Conducted as agreed terms -
22 Yang Ming (U.K.) Ltd. YES Logistics Corp. 2 Trade receivables 3,171 Conducted as agreed terms -
Operating revenue 7,231 Conducted as agreed terms -
Operating cost 1,927 Conducted as agreed terms -
Trade payables 830 Conducted as agreed terms -
Yang Ming Line (Hong Kong) Ltd. 2 Trade receivables 10,722 Conducted as agreed terms -
Payables to shipping agents 10,789 Conducted as agreed terms -
Operating cost 23,920 Conducted as agreed terms -
Young-Carrier Company Ltd. 2 Trade receivables 69,165 Conducted as agreed terms -
Payables to shipping agents 81,546 Conducted as agreed terms -
Operating cost 18,088 Conducted as agreed terms -
Yang Ming (America) Corp. 2 Payables to shipping agents 177,124 Conducted as agreed terms -
Operating cost 183,362 Conducted as agreed terms -
Yang Ming (Korea) Co., Ltd. 2 Payables to shipping agents 151 Conducted as agreed terms -
Operating cost 928 Conducted as agreed terms -
Yang Ming (Japan) Co., Ltd. 2 Trade receivables 1,337 Conducted as agreed terms -
Payables to shipping agents 306 Conducted as agreed terms -
Operating cost 2,212 Conducted as agreed terms -
Yang Ming (Singapore) Pte. Ltd. 2 Trade receivables 1,484 Conducted as agreed terms -
Payables to shipping agents 1,569 Conducted as agreed terms -
Operating cost 13,161 Conducted as agreed terms -
Yang Ming Line (M) Sdn. Bhd. 2 Trade receivables 1,597 Conducted as agreed terms -
Payables to shipping agents 2,644 Conducted as agreed terms -
Operating cost 6,079 Conducted as agreed terms -
Yang Ming Line (India) Pvt. Ltd. 2 Trade receivables 33,973 Conducted as agreed terms -
Payables to shipping agents 46,638 Conducted as agreed terms -
Sunbright Insurance Pte. Ltd. 2 Operating cost 7,931 Conducted as agreed terms -
(Continued)
- 121 -
Transaction Details
Number Relationship
Investee Company Counterparty % to Total Sales or
(Note A) (Note B) Financial Statement Accounts Amount (Note C) Payment Terms
Assets
Yang Ming Shipping (Vietnam) Co., Ltd. 2 Trade receivables $ 4,162 Conducted as agreed terms -
Operating cost 642 Conducted as agreed terms -
Yang Ming Shipping Philippines, Inc. 2 Trade receivables 4,967 Conducted as agreed terms -
Payables to shipping agents 737 Conducted as agreed terms -
Yang Ming Line (Thailand) Co., Ltd. 2 Trade receivables 1,414 Conducted as agreed terms -
Payables to shipping agents 1,803 Conducted as agreed terms -
Operating cost 1,019 Conducted as agreed terms -
Yang Ming Line (B.V.I.) Holding Co., Ltd. 2 Other payables 4,246,742 Conducted as agreed terms 0.02
Interest expense 54,926 Conducted as agreed terms -
Right-of-use assets 1,285,999 Conducted as agreed terms 0.01
Lease liabilities 1,306,310 Conducted as agreed terms 0.01
Operating cost 189,258 Conducted as agreed terms -
23 Yang Ming Shipping Europe GmbH Yes Logistics Europe GmbH 2 Trade receivables 8,693 Conducted as agreed terms -
Yang Ming (Mediterranean) Marine 2 Rent income 1,454 Conducted as agreed terms -
Services Single-Member Limited
Liability Company
24 Kuang Ming Shipping Corp. Kuang Ming (Liberia) Shipping Corp. 2 Other receivables 90,355 Conducted as agreed terms -
Other income 12,571 Conducted as agreed terms -
Operating revenue 135,110 Conducted as agreed terms -
YES Logistics Corp. 2 Administrative expense 34 Conducted as agreed terms -
25 YES Logistics Corp. Yes Logistics Benelux B.V. 2 Trade receivables 1,219 Conducted as agreed terms -
Long-term notes receivable and trade receivables 3,528 Conducted as agreed terms -
Trade payables 12,302 Conducted as agreed terms -
Advances from customers 45 Conducted as agreed terms -
Operating cost 75,363 Conducted as agreed terms -
Operating revenue 11,773 Conducted as agreed terms -
Interest revenue 70 Conducted as agreed terms -
Yes Logistics Company Ltd. 2 Trade receivables 2,215 Conducted as agreed terms -
Trade payables 898 Conducted as agreed terms -
Operating revenue 352 Conducted as agreed terms -
Operating cost 12,920 Conducted as agreed terms -
Yes Logistics Corp. (USA) 2 Trade receivables 3,707 Conducted as agreed terms -
Prepayment 48,977 Conducted as agreed terms -
Advances from customers 1 Conducted as agreed terms -
Operating revenue 24,417 Conducted as agreed terms -
Operating cost 243,416 Conducted as agreed terms -
Yes Logistics Europe GmbH 2 Trade receivables 4,044 Conducted as agreed terms -
Prepayment 95,984 Conducted as agreed terms -
Long-term notes receivable and trade receivables 37,508 Conducted as agreed terms -
Advances from customers 1 Conducted as agreed terms -
Operating revenue 9,901 Conducted as agreed terms -
Operating cost 38,587 Conducted as agreed terms -
Interest revenue 740 Conducted as agreed terms -
(Continued)
2019
ANNUAL REPORT
VI. Overview of the Company’s Financial Status
- 122 -
233
Transaction Details
Number Relationship
Investee Company Counterparty % to Total Sales or
(Note A) (Note B) Financial Statement Accounts Amount (Note C) Payment Terms
234
Assets
YES Logistics (Shanghai) Corp. 2 Trade receivables $ 31,026 Conducted as agreed terms -
Long-term notes receivable and trade receivables 127,382 Conducted as agreed terms -
2019
Trade payables 77,914 Conducted as agreed terms -
Operating revenue 75,849 Conducted as agreed terms -
Operating cost 257,696 Conducted as agreed terms -
Interest revenue 2,760 Conducted as agreed terms -
ANNUAL REPORT
YES MLC GmbH 2 Trade payables 152 Conducted as agreed terms -
Operating cost 1,855 Conducted as agreed terms -
YES Logistics Bulgaria Ltd. 2 Trade payables 13 Conducted as agreed terms -
PT. YES Logistics Indonesia 2 Trade receivables 443 Conducted as agreed terms -
Trade payables 354 Conducted as agreed terms -
Operating revenue 118 Conducted as agreed terms -
Operating cost 322 Conducted as agreed terms -
26 Yes Logistics Benelux B.V. Yes Logistics Europe GmbH 2 Trade receivables 2,440 Conducted as agreed terms -
Trade payables 1,057 Conducted as agreed terms -
Operating revenue 7,772 Conducted as agreed terms -
Operating cost 866 Conducted as agreed terms -
YES Logistics (Shanghai) Corp. 2 Trade receivables 1 Conducted as agreed terms -
Trade payables 740 Conducted as agreed terms -
Operating cost 1,468 Conducted as agreed terms -
PT. YES Logistics Indonesia 2 Operating cost 1,602 Conducted as agreed terms -
27 Yes Logistics Company Ltd. YES Logistics (Shanghai) Corp. 2 Trade receivables 16,864 Conducted as agreed terms -
Trade payables 22,530 Conducted as agreed terms -
Operating revenue 134 Conducted as agreed terms -
Operating cost 5 Conducted as agreed terms -
28 Yes Yangming Logistics (Singapore) Pte. Ltd. Yes Logistics Corp. (USA) 2 Trade receivables 24 Conducted as agreed terms -
Trade payables 2,322 Conducted as agreed terms -
Operating revenue 25 Conducted as agreed terms -
29 Yes Logistics Corp. (USA) Yes Logistics Company Ltd. 2 Trade payables 2 Conducted as agreed terms -
YES Logistics (Shanghai) Corp. 2 Trade receivables 19,947 Conducted as agreed terms -
Trade payables 1,147 Conducted as agreed terms -
Operating revenue 28,919 Conducted as agreed terms -
Operating cost 11,936 Conducted as agreed terms -
Golden Logistics USA Corporation 2 Trade payables 190 Conducted as agreed terms -
Operating revenue 7 Conducted as agreed terms -
Operating cost 24 Conducted as agreed terms -
Yes Logistics Europe GmbH 2 Operating cost 32 Conducted as agreed terms -
PT. YES Logistics Indonesia 2 Trade payables 108 Conducted as agreed terms -
Operating revenue 2 Conducted as agreed terms -
Operating cost 98 Conducted as agreed terms -
(Continued)
- 123 -
Transaction Details
Number Relationship
Investee Company Counterparty % to Total Sales or
(Note A) (Note B) Financial Statement Accounts Amount (Note C) Payment Terms
Assets
30 YES Logistics (Shanghai) Corp. Yes Logistics Europe GmbH 2 Trade receivables $ 1,093 Conducted as agreed terms -
Trade payables 396 Conducted as agreed terms -
Operating revenue 4,164 Conducted as agreed terms -
Operating cost 3,730 Conducted as agreed terms -
PT. YES Logistics Indonesia 2 Trade receivables 153 Conducted as agreed terms -
Operating revenue 160 Conducted as agreed terms -
YES MLC GmbH 2 Trade receivables 5 Conducted as agreed terms -
31 Yes Logistics Europe GmbH YES MLC GmbH 2 Trade receivables 45,761 Conducted as agreed terms -
Operating revenue 8,005 Conducted as agreed terms -
Interest revenue 730 Conducted as agreed terms -
32 YES MLC GmbH Merlin Logistics GmbH 2 Trade payables 1,846 Conducted as agreed terms -
Note A: Transactions between Yang Ming Marine Transport Corp. and its subsidiaries should be remarked, as well as numbered in the first column. Rules are as follows:
Note B: Related party transactions are divided into two categories as follows:
Note C: Information on the Table is equivalent to the eliminated material intercompany transactions.
(Concluded)
2019
ANNUAL REPORT
VI. Overview of the Company’s Financial Status
- 124 -
235
TABLE F
236
INFORMATION ON INVESTEES
FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
2019
Original Investment Amount
As of December 31, 2019 Net Income
(Note A) Share of Profits
Investor Company Investee Company Location Main Businesses and Products (Loss) of the Note
December 31, December 31, Percentage of Carrying (Loss)
Shares Investee
2019 2018 Ownership Amount
ANNUAL REPORT
Yang Ming Marine Transport Corporation Kao Ming Container Terminal Corp. Taiwan Terminal operation and stevedoring $ 3,181,313 $ 3,181,313 323,000,000 47.50 $ 5,867,216 $ (75,291) $ (35,763) Investments in associates
(Note B) (Note B)
Yang Ming Line (B.V.I.) Holding Co., Ltd. British Virgin Islands Investment, shipping agency, forwarding agency 3,272,005 3,272,005 10,351 100.00 2,973,296 (78,533) (78,533) Subsidiary
and shipping managers
Kuang Ming Shipping Corp. Taiwan Shipping service, shipping agency and forwarding 8,927,857 7,928,163 395,527,339 98.88 2,030,841 (592,758) (586,335) Subsidiary
agency (Note C) (Note C)
Yang Ming Line (Singapore) Pte. Ltd. Singapore Investment, shipping service; chartering, sale and 1,113,356 1,113,356 60,130,000 100.00 2,287,357 392,802 392,802 Subsidiary
purchase of ships; and forwarding agency
Yang Ming Line Holding Co. U.S.A. Investment, shipping agency, forwarding agency 143,860 143,860 13,500 100.00 2,157,078 212,917 212,917 Subsidiary
and shipping managers
Ching Ming Investment Corp. Taiwan Investment 1,098,388 1,098,388 120,487,500 100.00 1,144,817 94,355 94,355 Subsidiary
Yang Ming (Liberia) Corp. Republic of Liberia Shipping agency, forwarding agency and shipping - 3,399 - - - 57 57 Subsidiary
managers
All Oceans Transportation, Inc. Republic of Liberia Shipping agency, forwarding agency and shipping 3,235 3,235 1,000 100.00 294,493 92,477 92,477 Subsidiary
managers
Yes Logistics Corp. Taiwan Warehouse operation and forwarding agency 593,404 593,404 60,000,000 50.00 521,813 75,961 38,917 Subsidiary
Honming Terminal & Stevedoring Co., Ltd. Taiwan Terminal operation and stevedoring 79,273 79,273 7,916,908 79.17 127,481 (989) (739) Subsidiary
Jing Ming Transportation Co., Ltd. Taiwan Container transportation 35,844 35,844 8,615,923 50.98 128,163 14,704 7,499 Subsidiary
Yunn Wang Investment Co., Ltd. Taiwan Investment 179,810 179,810 5,211,474 49.75 109,431 13,973 6,951 Investments in associates
Taiwan Foundation International Pte. Ltd. Singapore Investment and subsidiaries management 103,802 103,802 3,400,000 34.00 103,312 5,588 1,899 Investments in associates
Ching Ming Investment Corp. Honming Terminal & Stevedoring Co., Ltd. Taiwan Terminal operation and stevedoring 24,988 24,988 2,083,092 20.83 33,529 (988,808) - Subsidiary
Yes Logistics Corp. Taiwan Warehouse operation and forwarding agency 548,286 548,286 55,630,977 46.36 575,600 75,961 - Subsidiary
Yang Ming Line Holding Co. Yang Ming (America) Corp. U.S.A. Shipping agency, forwarding agency and shipping 17,305 17,305 5,000 100.00 221,485 7,955 - Subsidiary
managers
Triumph Logistics, Inc. U.S.A. Container transportation 1,699 1,699 200 100.00 9,177 7,424 - Subsidiary
Topline Transportation Inc. U.S.A. Container transportation 4,860 4,860 100 100.00 10,751 (244) - Subsidiary
Transcont Intermodal Logistics, Inc. U.S.A. Inland forwarding agency 326 2,444 200 100.00 257 (44) - Subsidiary
Yang Ming Shipping (Canada) Ltd. Canada Shipping agency, forwarding agency and shipping 2,981 2,981 1,000 100.00 24,061 597 - Subsidiary
managers
West Basin Container Terminal LLC U.S.A. Terminal operation and stevedoring 132,050 132,050 (Note E) 40.00 935,257 596,950 - Investments in associates
United Terminal Leasing LLC U.S.A. Terminal operation and machine lease 34,750 34,750 (Note F) 40.00 282,126 29,962 - Investments in associates
Yang Ming Line (B.V.I.) Holding Co., Ltd. Yang Ming Line N.V. Netherlands Antilles Investment, shipping agency, forwarding agency 41,235 41,235 1,500,000 100.00 (2,843,516) (149,841) - Subsidiary
and shipping managers (Note D)
Yang Ming Line N.V. Yang Ming Line B.V. Netherlands Investment, shipping agency, forwarding agency 41,235 41,235 2,500 100.00 (2,843,800) (149,549) - Subsidiary
and shipping managers (Note D)
Yang Ming Line B.V. Yang Ming (Belgium) N.V. Belgium Shipping agency 8,614 8,614 553 89.92 28,624 10,376 - Subsidiary
Yang Ming (Netherlands) B.V. Netherlands Shipping agency 15,285 15,285 400,000 100.00 123,708 96,945 - Subsidiary
Yang Ming (Italy) S.p.A. Italy Shipping agency 4,319 4,319 125,000 50.00 39,397 40,133 - Subsidiary
Yang Ming (UK) Ltd. U.K. Shipping agency, forwarding agency and shipping 70,709 70,709 1,500,000 100.00 (3,924,535) (378,281) - Subsidiary
managers (Note D)
Yang Ming Shipping Europe GmbH Hamburg, Germany Shipping agency, forwarding agency and shipping 29,697 29,697 (Note G) 100.00 162,154 2,802 - Subsidiary
managers
YangMing (Russia) LLC. Russia Shipping agency 3,017 3,017 (Note H) 60.00 16,618 22,640 - Subsidiary
Yang Ming (Spain), S.L. Spain Shipping agency 2,213 2,213 60,000 60.00 109,284 110,551 - Subsidiary
Yang Ming (Mediterranean)Marine Services Greece Shipping agency, forwarding agency and shipping 39,379 18,150 11,000 100.00 37,386 73 - Subsidiary
Single-Member Limited Liability Company managers
Yang Ming (Netherlands) B.V. Yang Ming Shipping (Egypt) S.A.E. Egypt Shipping agency, forwarding agency and shipping 15,757 15,757 24,500 49.00 49,674 82,228 - Investments in associates
managers
Yang Ming (Belgium) N.V. Belgium Shipping agency 1,900 1,900 62 10.08 3,209 10,376 - Subsidiary
(Continued)
- 125 -
Original Investment Amount
As of December 31, 2019 Net Income
(Note A) Share of Profits
Investor Company Investee Company Location Main Businesses and Products (Loss) of the Note
December 31, December 31, Percentage of Carrying (Loss)
Shares Investee
2019 2018 Ownership Amount
Yang Ming (UK) Ltd. Corstor Ltd. U.K. Storage management and trailer transportation $ 25 $ 25 500 50.00 $ 5,600 $ 3,449 $ - Investments in associates
Yang Ming (Italy) S.p.A. Yang Ming (Naples) S.r.l. Italy Forwarding agency 238 238 (Note I) 60.00 246 (3,698) - Subsidiary
(Note D)
Yang Ming Line (Singapore) Pte. Ltd. Yang Ming Shipping (B.V.I.) Inc. British Virgin Islands Forwarding agency and shipping agency 247,772 247,772 1,000 100.00 419,690 51,556 - Subsidiary
Yang Ming Line (Hong Kong) Ltd. Hong Kong Forwarding agency and shipping agency 2,138 2,138 1,000,000 100.00 (299,155) (38,888) - Subsidiary
(Note D)
Yang Ming Line (India) Pvt. Ltd. India Shipping agency, forwarding agency and shipping 2,228 2,228 300,000 60.00 53,158 99,034 - Subsidiary
managers
Yang Ming (Korea) Co., Ltd. Korea Shipping agency, forwarding agency and shipping 10,107 10,107 60,000 60.00 36,000 9,587 - Subsidiary
managers
Young-Carrier Company Ltd. Hong Kong Investment, shipping agency, forwarding agency 14,926 14,926 1,000,000 100.00 312,933 88,077 - Subsidiary
and shipping managers
Yangming (Japan) Co., Ltd. Japan Shipping services; chartering, sale and purchase of 36,235 36,235 3,000 100.00 28,033 2,074 - Subsidiary
ships; and forwarding agency
Yangming Shipping (Singapore) Pte. Ltd. Singapore Shipping agency, forwarding agency and shipping 18,851 18,851 1,000,000 100.00 128,529 22,074 - Subsidiary
managers
Yang Ming Line (M) Sdn. Bhd. Malaysia Shipping agency, forwarding agency and shipping 10,727 10,727 1,000,000 100.00 58,160 12,416 - Subsidiary
managers
Sunbright Insurance Pte. Ltd. Singapore Insurance 32,440 32,440 5,000,000 100.00 193,062 14,911 - Subsidiary
Yang Ming Anatolia Shipping Agency Turkey Shipping agency, forwarding agency and shipping 1,077 1,077 50,000 50.00 174,074 383,324 - Subsidiary
managers
Formosa International Development Corporation Vietnam Invest industry district and real estate 251,329 251,329 (Note J) 30.00 - 69,628 - Investments in associates
Yang Ming (U.A.E.) LLC. U.A.E. Shipping agency, forwarding agency and shipping 2,140 2,140 (Note K) 49.00 49,809 43,670 - Investments in associates
managers
Yang Ming (Vietnam) Company Limited Vietnam Forwarding agency and shipping managers 3,197 3,197 (Note L) 49.00 4,416 - - Investments in associates
Yang Ming Shipping (Vietnam) Co., Ltd. Vietnam Forwarding agency and shipping managers 9,881 9,881 (Note M) 100.00 45,817 6,348 - Subsidiary
Yang Ming (Australia) Pty. Ltd. Australia Shipping agency, forwarding agency and shipping 4,597 4,597 150,000 50.00 27,145 27,329 - Investments in associates
managers
LogiTrans Technology Private Limited India Information system service 10,211 10,211 2,040,000 51.00 18,137 5,481 - Investments in joint
ventures
Yang Ming Shipping Philippines, Inc. Philippines Forwarding agency and shipping managers 6,435 6,435 99,995 100.00 9,283 630 - Subsidiary
(Note D)
Yang Ming (Latin America) Corp. Panama Shipping agency, forwarding agency and shipping 6,020 6,020 200 100.00 7,374 495 - Subsidiary
managers
Yang Ming Line (Thailand) Co., Ltd. Thailand Shipping agency, forwarding agency and shipping 3,589 3,589 3,920 49.00 11,555 8,444 - Subsidiary
managers
Yang Ming Line shipping (Thailand) Co., Ltd. Thailand Shipping agency 2,282 2,282 2,450 49.00 6,850 5,155 - Subsidiary
Yang Ming Insurance Co., Ltd. Bermuda Insurance 7,740 - 250,000 100.00 33,728 27,056 - Subsidiary
PY Yang Ming Shipping Indonesia Indonesia Shipping agency, forwarding agency and shipping 40,946 - 18,865 49.00 44,424 7,486 - Subsidiary
managers
PT. Formosa Seijati Logistics Indonesia Storage and stevedoring 5,701 5,701 1,875 15.00 5,657 105 - Investments in associates
Yang Ming Line (Thailand) Co., Ltd. Yang Ming Line shipping (Thailand) Co., Ltd. Thailand Shipping agency 2,328 2,328 2,500 50.00 6,990 5,155 - Subsidiary
Yang Ming Line shipping (Thailand) Co., Ltd. Yang Ming Line (Thailand) Co., Ltd. Thailand Shipping agency, forwarding agency and shipping 3,678 3,678 3,920 49.00 11,555 8,444 - Subsidiary
managers
Yangming (Japan) Co., Ltd. Manwa & Co., Ltd. Japan Forwarding agency and shipping agency 2,666 2,666 200 100.00 2,579 (140) - Subsidiary
Yang Ming Shipping (B.V.I.) Inc. Karlman Properties Limited Hong Kong Property agency 4 4 24,000,000 100.00 86,891 192 - Subsidiary
Kuang Ming Shipping Corp. Kuang Ming (Liberia) Shipping Corp. Republic of Liberia Forwarding agency 5,450,544 5,450,544 4 100.00 2,101,152 (255,051) - Subsidiary
(Note N) (Note N)
Yes Logistics Corp. Yes Logistics Corp. (USA) U.S.A. Shipping agency, forwarding agency and shipping 179,763 179,763 2,173,411 100.00 (18,139) 7,406 - Subsidiary
managers (Note D)
Yes Yangming Logistics (Singapore) Pte. Ltd. Singapore Investment and subsidiaries management 37,263 37,263 1,607,984 100.00 24,776 874 - Subsidiary
PT. YES Logistics Indonesia Indonesia Forwarding agency 15,315 15,315 510,000 51.00 11,735 (2,368) - Subsidiary
Yes LIBERAL Logistics Corp. Taiwan Storage 75,000 75,000 7,500,000 50.00 69,643 1,657 - Investments in joint
ventures
(Continued)
2019
ANNUAL REPORT
VI. Overview of the Company’s Financial Status
- 126 -
237
Original Investment Amount
As of December 31, 2019 Net Income
(Note A) Share of Profits
Investor Company Investee Company Location Main Businesses and Products (Loss) of the Note
December 31, December 31, Percentage of Carrying (Loss)
Shares Investee
2019 2018 Ownership Amount
238
Yes Yangming Logistics (Singapore) Pte. Ltd. Yes Logistics Benelux B.V. Netherlands Forwarding agency $ 10,179 $ 10,179 12,600 70.00 $ (2,057) $ 6,764 $ - Subsidiary
(Note D)
Yes Logistics Company Ltd. Hong Kong Forwarding agency 32,351 32,351 7,882,278 100.00 24,020 (2,526) - Subsidiary
YES and HQL Logistics Company Vietnam Forwarding agency 3,128 3,128 (Note R) 51.00 1,607 (2,341) - Investments in joint
2019
ventures
Yes Logistics Corp. (USA) Golden Logistics USA Corporation U.S.A. Container transportation 328 328 100 100.00 12,521 1,883 - Subsidiary
YES Logistics Europe GmbH Germany Forwarding agency 40,090 40,090 (Note O) 100.00 (103,653) (13,177) - Subsidiary
(Note D)
ANNUAL REPORT
YES Logistics Europe GmbH YES MLC GmbH Germany Import and export, storage and delivery, and other 10,826 10,826 (Note P) 100.00 (53,391) 1,318 - Subsidiary
warehousing related business (Note D)
YES MLC GmbH Merlin Logistics GmbH Austria Storage and logistics 1,380 1,380 (Note Q) 100.00 340 (1,739) - Subsidiary
Merlin Logistics GmbH YES Logistics Bulgaria Bulgaria Cargo consolidation service and forwarding agency 740 740 500 100.00 (2,207) - - Subsidiary
(Note D)
Notes:
A. This is translated into New Taiwan dollars at the exchange rate prevailing at the time of investment acquisition.
B. This is an adjustment to the remainder investment of investment income or loss recognized at fair value on the date of losing control.
C. The original investment amount did not deduct the amount of offsetting the deficits of $4,701,339 thousand in May 2017.
D. Investees had negative net assets. Thus, the negative carrying values of the investments were presented as liability.
N. The Original investment amount did not deduct the amount of offsetting the deficits $$2,139,659 thousand in June 2017.
(Concluded)
- 127 -
TABLE G
Yang Ming Marine Huan Ming (Shanghai) Shipping agency, forwarding agency US$ 1,000 Indirect investment through $ - $ - $ - $ - $ (5,851) 51.00 $ (2,984) $ 12,641 $ -
Transport Corp. International Shipping Agency and shipping managers thousand U.S.-based subsidiary’s direct
Co., Ltd. investment in Mainland China.
Yes Logistics Corp. Yes Logistics (Shanghai) Corp. International shipping agency US$ 4,300 Indirect investment through 239,840 - - 239,840 14,396 96.36 13,872 98,204 -
(Note A) thousand U.S.-based subsidiary’s direct (US$ 8,000 (US$ 8,000
investment in Mainland China. thousand) thousand)
Chang Ming Logistics Company Terminal operation and stevedoring, RMB 144,800 Investee’s direct investment in 278,844 - - 278,844 (19,933) 47.22 (9,412) 273,042 -
Limited (Note B) storage, and shipping agency thousand Mainland China. (US$ 9,301 (US$ 9,301
thousand) thousand)
Sino Trans PFS Cold Chain Stevedoring equipment, management US$ 46,242 Investee’s direct investment in 184,797 - - 184,797 18,377 12.85 2,361 71,826 -
Logistic Co., Ltd. and correlation service thousand Mainland China (US$ 6,164 (US$ 6,164
thousand) thousand)
Shanghai United Cold Chain Stevedoring equipment, management RMB 50,000 Investee’s direct investment in 43,037 - - 43,037 (17,505) 19.27 (3,373) 46,599 -
Logistics Co., Ltd. (Note G) and correlation service thousand Mainland China (RMB 10,000 (RMB 10,000
thousand) thousand)
Ching Ming Investment Sino Trans PFS Cold Chain Stevedoring equipment, management US$ 46,242 Investee’s direct investment in 92,458 - - 92,458 18,377 6.67 1,226 35,823 -
Corp. Logistic Co., Ltd. and correlation service thousand Mainland China (US$ 3,084 (US$ 3,084
thousand) thousand)
Notes:
A. Yes Logistics Corp. (the subsidiary of the Corporation) was authorized to invest in Mainland China by the Investment Commission, Ministry of Economic Affairs on June 3, 2004, July 4, 2006, December 26, 2006 and August 31, 2016.
B. Yes Logistics Corp. (the subsidiary of the Corporation) was authorized to invest in Mainland China by the Investment Commission, Ministry of Economic Affairs on April 11, 2005, August 22, 2006, November 29, 2006 and December 2, 2008.
C. Yes Logistics Corp. (the subsidiary of the Corporation) was authorized to invest in Mainland China by the Investment Commission, Ministry of Economic Affairs on December 16, 2013.
D. Ching Ming Investment Corp. (the subsidiary of the Corporation) was authorized to invest in Mainland China by the Investment Commission, Ministry of Economic Affairs on December 17, 2013.
F. Yes Logistics Corp. applied for and obtained the Business Operations Headquarters letter on September 16, 2019, and the term for the letter is to September 16, 2022. Therefore, the restrictions on the amount of investment in China are not applicable to Yes Logistics Corp.
G. Yes Logistics Corp. (the subsidiary of the Corporation) was authorized to invest in Mainland China by the Investment Commission, Ministry of Economic Affairs on May 12, 2017.
H. The Company was authorized to invest in Mainland China by Investment Commission, Ministry of Economic Affairs on December 25, 2019.
I. United States dollars and Ren min bi Yuan translated into New Taiwan dollars at the exchange rate of US$1=NT$29.98 and RMB1=NT$4.3037 as of December 31, 2019.
2019
ANNUAL REPORT
VI. Overview of the Company’s Financial Status
- 128 -
239
6.5 Individual Consolidated Financial Statements 2019
Opinion
We have audited the accompanying financial statements of Yang Ming Marine Transport
Corporation (the “Company”), which comprise the balance sheets as of December 31, 2019 and
2018, and the statements of comprehensive income, changes in equity and cash flows for the years
then ended, and the notes to the financial statements, including a summary of significant
accounting policies.
In our opinion, based on our audits and the reports of other independent auditors (refer to the Other
Matter paragraph below), the accompanying financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2019 and 2018, and its
financial performance and its cash flows for the years then ended in accordance with the
Regulations Governing the Preparation of Financial Reports by Securities Issuers.
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation
of Financial Statements by Certified Public Accountants and auditing standards generally accepted
in the Republic of China. Our responsibilities under those standards are further described in the
Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are
independent of the Company in accordance with The Norm of Professional Ethics for Certified
Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion based on our audits and the reports of
other independent auditors.
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements for the year ended December 31, 2019. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
2019
240 ANNUAL REPORT
VI. Overview of the Company’s Financial Status
Key audit matters of the financial statements of the Company for the year ended December 31,
2019 are as follows:
The carrying amount of tangible assets (not including investment properties), right-of-use assets
and intangible assets in the aggregate was NT$111,335,180 thousand, and the subsidiaries’
carrying amount of tangible assets (not including investment properties), right-of-use assets and
intangible assets in the aggregate was NT$18,814,496 thousand, which amounted to
NT$130,149,676 thousand in total. The amount was material to the financial statements.
Furthermore, the economic trend of the industry influenced the assessment of impairment reached
by the management of the Company. The Company’s management evaluated the impairment
amount by taking the profitability, expected cash flows, economic benefits, cost of equity and cost
of debt into consideration to form the basis of assessment. Since the assessment of impairment
involves judgment of critical estimation from the Company’s management, we deemed the
assessment of impairment of the tangible assets (not including investment properties), right-of-use
assets and intangible assets as a key audit matter.
The assessment of impairment of the tangible assets (not including investment properties),
right-of-use assets and intangible assets included critical accounting judgments and key sources of
estimation uncertainty disclosed in Note 5 to the accompanying financial statements.
We took indicators of impairment of the tangible, right-of-use and intangible assets into
consideration and focused on the performance of each component. When the indicator of
impairment exists, we will test the assumption of impairment assessment model used by the
Company’s management, and the test covers the forecast of cash flow and the discount rate.
Since the recognition of the cargo revenue is material and complex, we deemed the
percentage-of-completion method of revenue recognition as a key audit matter.
The recognition depends on the expected time frame for the completion of the voyage. The
judgment of the percentage-of-completion estimation may lead to an incorrect calculation of
revenue recognized or an inconsistency in revenue recognition.
The judgment of cargo revenue recognition included critical accounting judgments and key sources
of estimation uncertainty disclosed in Notes 5 and 26 to the accompanying financial statements.
We tested the accuracy of the timing of the revenue recognition. Through subsequent information
on voyages, berthing report, sailing schedule, and report of the estimation of the bill of landing
revenue, we reviewed the basis of estimates and verified the validity of the voyage dates calculated
by the Company’s management and of the revenue resulting from voyages.
2019
ANNUAL REPORT 241
Other Matter
We did not audit the financial statements of some subsidiaries, associates and joint ventures of
Yang Ming Line (Singapore) Pte. Ltd, Yang Ming Line Holding Co., some subsidiaries, associates
and joint ventures of Yes Logistics Company Ltd., and some subsidiaries and associates of Yang
Ming Line (B.V.I) Holding Co., Ltd. as of and for the year ended December 31, 2018. The
financial statements of these subsidiaries, associates and joint ventures were audited by other
auditors whose reports have been furnished to us, and our opinion expressed herein, insofar as it
relates to the amounts for these subsidiaries, associates and joint ventures included in the
accompanying financial statements, is based solely on the reports of other auditors. The carrying
amount of these investments was NT$3,905,758 thousand, representing 3.34% of the Company’s
total assets as of December 31, 2018. The amount of profit or loss recognized on investments
accounted for by equity method was NT$644,583 thousand, representing (9.96%) of the
Company’s total comprehensive income or loss for the year ended December 31, 2018.
Responsibilities of Management and Those Charged with Governance for the Financial
Statements
Management is responsible for the preparation and fair presentation of the financial statements in
accordance with the Regulations Governing the Preparation of Financial Reports by Securities
Issuers, and for such internal control as management determines is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud
or error.
In preparing the financial statements, management is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless management either intends to liquidate the
Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the
Company’s financial reporting process.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with auditing standards generally accepted in the Republic of
China will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of these financial
statements.
2019
242 ANNUAL REPORT
VI. Overview of the Company’s Financial Status
As part of an audit in accordance with the auditing standards generally accepted in the Republic of
China, we exercise professional judgment and maintain professional skepticism throughout the
audit. We also:
1. Identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
2. Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control.
3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
5. Evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
6. Obtain sufficient and appropriate audit evidence regarding the financial information of entities
or business activities within the Company to express an opinion on the financial statements.
We are responsible for the direction, supervision, and performance of the audit. We remain
solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the financial statements for the year ended December
31, 2019 and are therefore the key audit matters. We describe these matters in our auditors’ report
unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
2019
ANNUAL REPORT 243
The engagement partners on the audit resulting in this independent auditors’ report are Chin-Tsung
Cheng and Yu-Mei Hung.
Notice to Readers
The accompanying financial statements are intended only to present the financial position,
financial performance and cash flows in accordance with accounting principles and practices
generally accepted in the Republic of China and not those of any other jurisdictions. The standards,
procedures and practices to audit such financial statements are those generally applied in the
Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying financial
statements have been translated into English from the original Chinese version prepared and used
in the Republic of China. If there is any conflict between the English version and the original
Chinese version or any difference in the interpretation of the two versions, the Chinese-language
independent auditors’ report and financial statements shall prevail.
2019
244 ANNUAL REPORT
VI. Overview of the Company’s Financial Status
2019 2018
ASSETS Amount % Amount %
CURRENT ASSETS
Cash and cash equivalents (Notes 4, 6 and 34) $ 11,561,085 7 $ 12,444,370 11
Financial assets at fair value through profit or loss (FVTPL) - current (Notes 4 and 7) 4,955 - 70 -
Financial assets at amortized cost - current (Notes 4, 9 and 34) - - 500,000 -
Contract assets, net (Notes 4, 26 and 34) 3,516,865 2 3,083,823 3
Trade receivables, net (Notes 4, 10 and 26) 4,074,570 3 3,188,356 3
Trade receivables from related parties (Notes 4, 10, 26 and 34) 1,973,519 1 2,171,269 2
Financial lease receivables (Notes 3, 4, 11 and 34) 74,296 - - -
Other receivables from related parties (Notes 4 and 34) 30,363 - 90,981 -
Shipping fuel (Notes 4 and 12) 3,310,791 2 3,408,746 3
Prepayments (Notes 3, 4, 17 and 34) 332,494 - 409,987 -
Prepayments to shipping agents (Note 34) 125,688 - 80,616 -
Other current assets (Note 28) 531,367 - 489,925 -
NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income (FVTOCI) - non-current (Notes 4 and 8) 1,767,493 1 1,695,305 1
Financial assets at amortized cost - non-current (Notes 4, 9 and 35) 623 - 5,469 -
Investments accounted for using equity method (Notes 4, 5 and 13) 17,745,298 10 17,958,987 15
Property, plant and equipment (Notes 4, 5, 14 and 35) 34,649,013 20 34,537,154 30
Right-of-use assets (Notes 3, 4, 15 and 34) 76,223,022 45 - -
Investment properties (Notes 4, 16 and 35) 6,761,116 4 6,720,305 6
Other intangible assets (Notes 4 and 5) 78,223 - 57,220 -
Deferred tax assets (Notes 4 and 28) 5,460,334 3 5,213,029 5
Prepayments for equipment (Note 36) 384,922 - 1,171,074 1
Refundable deposits 360,630 - 361,756 -
Financial lease receivable - non-current (Notes 3, 4, 11 and 34) 878,176 1 - -
Long-term prepayments for leases (Notes 3, 4, 5, 17 and 34) - - 473,417 -
Long-term receivables from related parties (Note 34) 1,535,210 1 22,731,797 20
CURRENT LIABILITIES
Short-term borrowings (Notes 18 and 34) $ 2,050,000 1 $ 3,000,000 2
Short-term bills payable (Notes 18 and 34) 13,087,347 8 9,302,823 8
Financial liabilities at FVTPL - current (Notes 4, 7 and 19) 67,549 - 37,460 -
Financial liabilities for hedging - current (Notes 4, 15 and 33) 7,002,378 4 - -
Contract liabilities - current (Notes 4 and 26) 84,699 - 41,439 -
Trade payables (Note 20) 9,124,328 5 10,018,091 9
Trade payables to related parties (Notes 20 and 34) 2,876,319 2 3,153,913 3
Other payables (Note 21) 2,077,063 1 1,912,943 2
Other payables to related parties (Note 34) 645,146 - 257,844 -
Provision - current (Notes 4 and 22) 1,032,332 1 1,896 -
Lease liabilities - current (Notes 3, 4, 15 and 34) 930,911 1 - -
Current portion of long-term liabilities (Notes 4, 18, 19, 23, 34 and 35) 12,535,831 7 10,644,157 9
Other advance account 99,551 - 167,116 -
Other current liabilities 213,191 - 168,339 -
NON-CURRENT LIABILITIES
Lease liabilities for hedging - non-current (Notes 4, 15 and 33) 41,888,032 24 - -
Bonds payable (Notes 4, 19, 34 and 35) 12,210,456 7 13,164,195 11
Long-term borrowings (Notes 18, 34 and 35) 38,705,152 23 40,330,163 35
Deferred tax liabilities (Notes 4 and 28) 1,601,498 1 1,596,411 1
Lease liabilities - non-current (Notes 3, 4, 15 and 34) 6,132,344 4 - -
Other advance account - non-current 150,163 - 765,068 1
Net defined benefit liabilities - non-current (Notes 4 and 24) 2,334,579 1 2,352,923 2
Other non-current liabilities 67,650 - 50,867 -
EQUITY
Share capital - ordinary shares 26,013,357 15 23,230,248 20
Capital surplus 1,939,381 1 4,739,792 4
Accumulated deficits (11,462,514) (6) (7,131,851) (6)
Other equity (26,690) - (1,010,181) (1)
(With Deloitte & Touche auditors’ report dated March 30, 2020)
2019
ANNUAL REPORT 245
YANG MING MARINE TRANSPORT CORPORATION
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(In Thousands of New Taiwan Dollars, Except Loss Per Share)
2019 2018
Amount % Amount %
OPERATING COSTS (Notes 4, 12, 27 and 34) 129,299,112 100 124,346,683 104
2019
246 ANNUAL REPORT -7-
VI. Overview of the Company’s Financial Status
2019 2018
Amount % Amount %
TOTAL COMPREHENSIVE LOSS FOR THE YEAR $ (3,330,571) (3) $ (6,473,151) (5)
(With Deloitte & Touche auditors’ report dated March 30, 2020) (Concluded)
2019
-8- ANNUAL REPORT 247
YANG MING MARINE TRANSPORT CORPORATION
248
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(In Thousands of New Taiwan Dollars)
2019
Other Equity
Unrealized
ANNUAL REPORT
Valuation
Exchange Gain/Loss on
Differences on Financial Assets at
Translating the Fair Value
Accumulated Financial Through Other
Share Capital (Note 25) Deficits (Note 25) Statements of Comprehensive Gain on Hedging
Shares (In Capital Surplus Deficit to Be Foreign Operations Income Instruments
Thousands) Amount (Notes 25 and 30) Compensated (Notes 4 and 25) (Notes 4 and 25) (Notes 4 and 25) Total Equity
BALANCE AT JANUARY 1, 2018 2,323,025 $ 23,230,248 $ 5,571,490 $ (1,527,607) $ (85,841) $ (1,201,784) $ - $ 25,986,506
Net loss for the year ended December 31, 2018 - - - (6,590,955) - - - (6,590,955)
Other comprehensive income (loss) for the year ended December 31, 2018, net of income tax - - - (159,640) 178,191 99,253 - 117,804
Total comprehensive income (loss) for the year ended December 31, 2018 - - - (6,750,595) 178,191 99,253 - (6,473,151)
The difference between consideration received or paid and the carrying amount of the
subsidiaries' net assets during actual disposal or acquisition (Note 30) - - 5,718 - - - - 5,718
BALANCE AT DECEMBER 31, 2018 2,323,025 23,230,248 4,739,792 (7,131,851) 92,350 (1,102,531) - 19,828,008
BALANCE AT JANUARY 1, 2019, AS RESTATED 2,323,025 23,230,248 4,739,792 (7,160,989) 92,350 (1,102,531) - 19,798,870
Net loss for the year ended December 31, 2019 - - - (4,309,957) - - - (4,309,957)
Other comprehensive income (loss) for the year ended December 31, 2019, net of income tax - - - (4,104) (298,296) 63,264 1,218,522 979,386
Total comprehensive income (loss) for the year ended December 31, 2019 - - - (4,314,061) (298,296) 63,264 1,218,522 (3,330,571)
BALANCE AT DECEMBER 31, 2019 2,601,336 $ 26,013,357 $ 1,939,381 $(11,462,514) $ (205,946) $ (1,039,266) $ 1,218,522 $ 16,463,534
(With Deloitte & Touche auditors’ report dated March 30, 2020)
-9-
VI. Overview of the Company’s Financial Status
2019 2018
Net cash generated from (used in) operating activities 7,798,985 (5,746,003)
(Continued)
2019
- 10 - ANNUAL REPORT 249
YANG MING MARINE TRANSPORT CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(In Thousands of New Taiwan Dollars)
2019 2018
Net cash (used in) generated from financing activities (4,984,807) 12,983,807
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR $ 11,561,085 $ 12,444,370
(With Deloitte & Touche auditors’ report dated March 30, 2020) (Concluded)
2019
250 ANNUAL REPORT - 11 -
VI. Overview of the Company’s Financial Status
1. GENERAL INFORMATION
Yang Ming Marine Transport Corporation (the “Company” or YMTC), established in December 1972, was
majority-owned by the Ministry of Transportation and Communications (MOTC) of the Republic of China
(ROC) until February 15, 1996 when the MOTC began reducing its holdings in the Company following the
Company’s listing of its shares on the Taiwan Stock Exchange.
YMTC mainly engages in the shipping, repair, chartering, sale and purchase of ships, containers and chassis
and operates as a shipping agency.
YMTC’s shares have been listed on the Taiwan Stock Exchange since April 1992. YMTC issued global
depositary receipts (GDRs), which have been listed on the London Stock Exchange (ticker symbol: YMTD)
since November 1996. The GDRs listed on London Stock Exchange were delisted on December 5, 2019.
The financial statements of the Company are presented in YMTC’s functional currency, the New Taiwan
dollars.
The financial statements were approved by YMTC’s board of directors on March 26, 2020.
a. Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports
by Securities Issuers and the International Financial Reporting Standards (IFRS), International
Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC)
(collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission
(FSC)
Except for the following, whenever applied, the initial application of the amendments to the
Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs
endorsed and issued into effect by the FSC did not have any material impact on the Company’s
accounting policies:
IFRS 16 “Leases”
IFRS 16 provides a comprehensive model for the identification of lease arrangements and their
treatment in the financial statements of both lessee and lessor. It supersedes IAS 17 “Leases”,
IFRIC 4 “Determining whether an Arrangement contains a Lease”, and a number of related
interpretations. Refer to Note 4 for information relating to the relevant accounting policies.
Definition of a lease
The Company elects to apply the guidance of IFRS 16 in determining whether contracts are, or
contain, a lease only to contracts entered into (or changed) on or after January 1, 2019. Contracts
identified as containing a lease under IAS 17 and IFRIC 4 are not reassessed and are accounted for
in accordance with the transitional provisions under IFRS 16.
2019
- 12 - ANNUAL REPORT 251
The Company as lessee
The Company recognizes right-of-use assets and lease liabilities for all leases on the balance sheets
except for those whose payments under low-value asset and short-term leases are recognized as
expenses on a straight-line basis. On the statements of comprehensive income, the Company
presents the depreciation expense charged on right-of-use assets separately from the interest
expense accrued on lease liabilities; interest is computed using the effective interest method. On the
statements of cash flows, cash payments for the principal portion of lease liabilities are classified
within financing activities; cash payments for the interest portion are classified within operating
activities. Prior to the application of IFRS 16, payments under operating lease contracts were
recognized as expenses on a straight-line basis. Prepaid lease payments were recognized as
prepayments for leases. Cash flows for operating leases were classified within operating activities
on the statements of cash flows. Leased assets and finance lease payables were recognized on the
balance sheets for contracts classified as finance leases.
The Company elects to apply IFRS 16 retrospectively with the cumulative effect of the initial
application of this standard recognized in retained earnings in retained earnings on January 1, 2019.
Comparative information is not restated.
Lease liabilities were recognized on January 1, 2019 for leases previously classified as operating
leases under IAS 17. Lease liabilities were measured at the present value of the remaining lease
payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019.
Right-of-use assets are measured at an amount equal to the lease liabilities, adjusted by the amount
of any prepaid or accrued lease payments. The Company applies IAS 36 to all right-of-use assets.
1) The Company applies a single discount rate to a portfolio of leases with reasonably similar
characteristics to measure lease liabilities.
2) The Company accounts for those leases for which the lease term ends on or before December
31, 2019 as short-term leases.
3) The Company excludes initial direct costs from the measurement of right-of-use assets on
January 1, 2019.
4) The Company uses hindsight, such as in determining lease terms, to measure lease liabilities.
For leases previously classified as finance leases under IAS 17, the carrying amounts of right-of-use
assets and lease liabilities on January 1, 2019 are determined as at the carrying amounts of the
respective leased assets and finance lease payables on December 31, 2018.
If the Company determines that a sale and leaseback transaction does not satisfy the requirements of
IFRS 15 “Revenue from Contracts with Customers” to be accounted for as a sale of an asset, it is
accounted for as a financing transaction. If it satisfies the requirements to be accounted for as a sale
of an asset, the Company recognizes only the amount of any gain or loss which relates to the rights
transferred to the buyer-lessor. Prior to the application of IFRS 16, the leaseback portion is
classified as either a finance lease or an operating lease and accounted for differently.
The Company does not reassess sale and leaseback transactions entered into before January 1, 2019
to determine whether the transfer of an underlying asset satisfies the requirements in IFRS 15 to be
accounted for as a sale. Upon initial application of IFRS 16, the aforementioned transitional
provision for a lessee applies to the leaseback portion. In addition, for the leases previously
accounted for as a finance lease under IAS 17, the Company continues to amortize any gains on
sales over the lease term. For the leases previously accounted for as a sale and an operating lease
2019
252 ANNUAL REPORT - 13 -
VI. Overview of the Company’s Financial Status
under IAS 17, the Company adjusts the leaseback right-of-use assets for any deferred gains or
losses recognized on January 1, 2019.
The weighted average lessee’s incremental borrowing rate applied to lease liabilities recognized on
January 1, 2019 is 3.728%. The difference between the (i) lease liabilities recognized and (ii)
operating lease commitments disclosed under IAS 17 on December 31, 2018 is explained as
follows:
Discounted amounts using the incremental borrowing rate on January 1, 2019 $ 75,963,053
Add: Finance lease liabilities on December 31, 2018 -
Except for sublease transaction, the Company does not make any adjustments for leases in which it
is a lessor and it accounts for those leases with the application of IFRS 16 starting from January 1,
2019.
The Company subleased its leasehold assets to a third party. Such sublease was classified as an
operating lease under IAS 17. The Company determines the sublease is classified as a finance lease
on the basis of the remaining contractual terms and conditions of the head lease and sublease on
January 1, 2019, and the Company accounts for the sublease as a new finance lease entered into at
that date.
The impact on assets, liabilities and equity as of January 1, 2019 from the initial application of IFRS
16 is set out as follows:
Adjustments
As Originally Arising from
Stated on Initial Restated on
January 1, 2019 Application January 1, 2019
2019
- 14 - ANNUAL REPORT 253
Adjustments
As Originally Arising from
Stated on Initial Restated on
January 1, 2019 Application January 1, 2019
b. The IFRSs endorsed by the FSC for application starting from 2020
Effective Date
New IFRSs Announced by IASB
Note 1: The Company shall apply these amendments to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting period beginning on
or after January 1, 2020 and to asset acquisitions that occur on or after the beginning of that
period.
Note 2: The Company shall apply these amendments retrospectively for annual reporting periods
beginning on or after January 1, 2020.
Note 3: The Company shall apply these amendments prospectively for annual reporting periods
beginning on or after January 1, 2020.
As of the date the financial statements were authorized for issue, the Company is continuously
assessing the possible impact that the application of other standards and interpretations will have on the
Company’s financial position and financial performance and will disclose the relevant impact when the
assessment is completed.
c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
Effective Date
New IFRSs Announced by IASB (Note)
2019
254 ANNUAL REPORT - 15 -
VI. Overview of the Company’s Financial Status
Note: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods
beginning on or after their respective effective dates.
1) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its
Associate or Joint Venture”
The amendments stipulate that, when the Company sells or contributes assets that constitute a
business (as defined in IFRS 3) to an associate or joint venture, the gain or loss resulting from the
transaction is recognized in full. Also, when the Company loses control of a subsidiary that contains
a business but retains significant influence or joint control, the gain or loss resulting from the
transaction is recognized in full.
Conversely, when the Company sells or contributes assets that do not constitute a business to an
associate or joint venture, the gain or loss resulting from the transaction is recognized only to the
extent of the Company’s interest as an unrelated investor in the associate or joint venture, i.e., the
Company’s share of the gain or loss is eliminated. Also, when the Company loses control of a
subsidiary that does not contain a business but retains significant influence or joint control over an
associate or a joint venture, the gain or loss resulting from the transaction is recognized only to the
extent of the Company’s interest as an unrelated investor in the associate or joint venture, i.e., the
Company’s share of the gain or loss is eliminated.
The amendments clarify that for a liability to be classified as non-current, the Company shall assess
whether it has the right at the end of the reporting period to defer settlement of the liability for at
least twelve months after the reporting period. If such rights are in existence at the end of the
reporting period, the liability is classified as non-current regardless of whether the Company will
exercise that right. The amendments also clarify that, if the right to defer settlement is subject to
compliance with specified conditions, the Company must comply with those conditions at the end
of the reporting period even if the lender does not test compliance until a later date.
The amendments stipulate that, for the purpose of liability classification, the aforementioned
settlement refers to a transfer of cash, other economic resources or the Company’s own equity
instruments to the counterparty that results in the extinguishment of the liability. However, if the
terms of a liability that could, at the option of the counterparty, result in its settlement by a transfer
of the Company’s own equity instruments, and if such option is recognized separately as equity in
accordance with IAS 32: Financial Instruments: Presentation, the aforementioned terms would not
affect the classification of the liability.
Except for the above impact, as of the date the financial statements were authorized for issue, the
Company is continuously assessing the possible impact that the application of other standards and
interpretations will have on the Company’s financial position and financial performance and will
disclose the relevant impact when the assessment is completed.
a. Statement of compliance
The parent company only financial statements have been prepared in accordance with the Regulations
Governing the Preparation of Financial Reports by Securities Issuers.
2019
- 16 - ANNUAL REPORT 255
b. Basis of preparation
The parent company only financial statements have been prepared on the historical cost basis except for
financial instruments, investment properties and net defined benefit liabilities which are measured at the
present value of the defined benefit obligation less the fair value of plan assets.
The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the
fair value measurement inputs are observable and based on the significance of the inputs to the fair
value measurement in its entirety, are described as follows:
1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an
asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
When preparing these parent company only financial statements, the Company used the equity method
to account for its investments in subsidiaries and associates. In order for the amounts of the net profit
for the year, other comprehensive income for the year and total equity in the parent company only
financial statements to be the same with the amounts attributable to the owners of the Company in its
consolidated financial statements, adjustments arising from the differences in accounting treatments
between the parent company only basis and the consolidated basis were made to investments accounted
for using the equity method, the share of profit or loss of subsidiaries and associates, the share of other
comprehensive income of subsidiaries and associates and the related equity items, as appropriate, in
these parent company only financial statements.
2) Assets expected to be realized within 12 months after the reporting period; and
3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a
liability for at least 12 months after the reporting period.
2) Liabilities due to be settled within 12 months after the reporting period, even if an agreement to
refinance, or to reschedule payments, on a long-term basis is completed after the reporting period
and before the financial statements are authorized for issue; and
3) Liabilities for which the Company does not have an unconditional right to defer settlement for at
least 12 months after the reporting period. Terms of a liability that could, at the option of the
counterparty, result in its settlement by the issue of equity instruments do not affect its
classification.
Assets and liabilities that are not classified as current are classified as non-current.
2019
256 ANNUAL REPORT - 17 -
VI. Overview of the Company’s Financial Status
d. Foreign currencies
In preparing the Company’s financial statements, transactions in currencies other than the Company’s
functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing at the
dates of the transactions.
At the end of each reporting period, monetary items denominated in foreign currencies are retranslated
at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or
translation are recognized in profit or loss in the period in which they arise.
Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated
at the rates prevailing at the date when fair value was determined. Exchange differences arising from
the retranslation of non-monetary items are included in profit or loss for the period except for exchange
differences arising from the retranslation of non-monetary items in respect of which gains and losses are
recognized directly in other comprehensive income, in which case, the exchange differences are also
recognized directly in other comprehensive income.
Non-monetary items that are measured at historical cost in a foreign currency are translated using the
exchange rate at the date of the transaction (i.e., not retranslated).
For the purposes of presenting financial statements, the assets and liabilities of the Company’s foreign
operations (including subsidiaries and associates in other countries that use currencies which are
different from the currency of the Company) are translated into the New Taiwan dollars using exchange
rates prevailing at the end of the reporting period. Income and expense items are translated at the
average exchange rates for the period. The resulting currency translation differences are recognized in
other comprehensive income.
On the disposal of a foreign operation (i.e., a disposal of the Company’s entire interest in a foreign
operation, or a disposal involving the loss of control over a subsidiary that includes a foreign operation,
or a partial disposal of an interest in a joint arrangement or an associate that includes a foreign operation
of which the retained interest becomes a financial asset), all of the exchange differences accumulated in
equity in respect of that operation are reclassified to profit or loss.
e. Shipping fuel
Shipping fuel is stated at the lower of cost or net realizable value. Any write-down is made item by
item. Shipping fuel is recorded at weighted-average cost.
f. Investment in subsidiaries
The Company uses the equity method to account for its investments in subsidiaries.
Under the equity method, an investment in a subsidiary is initially recognized at cost and adjusted
thereafter to recognize the Company’s share of the profit or loss and other comprehensive income of the
subsidiary. The Company also recognizes the changes in the Company’s share of equity of subsidiaries
attributable to the Company.
Changes in the Company’s ownership interest in a subsidiary that do not result in the Company losing
control of the subsidiary are accounted for as equity transactions. The Company recognizes directly in
equity any difference between the carrying amount of the investment and the fair value of the
consideration paid or received.
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Profit or loss resulting from upstream transactions and transactions between subsidiaries is recognized
only in the parent company only financial statements and only to the extent of interests in the
subsidiaries that are not related to the Company.
g. Investment in associates
An associate is an entity over which the Company has significant influence and which is neither a
subsidiary nor an interest in a joint venture. A joint venture is a joint arrangement whereby the
Company and other parties that have joint control of the arrangement have rights to the net assets of the
arrangement.
The Company uses the equity method to account for its investments in associates.
Under the equity method, investments in an associate are initially recognized at cost and adjusted
thereafter to recognize the Company’s share of the profit or loss and other comprehensive income of the
associate. The Company also recognizes the changes in the Company’s share of the equity of associates
attributable to the Company.
Any excess of the cost of acquisition over the Company’s share of the net fair value of the identifiable
assets and liabilities of an associate at the date of acquisition is recognized as goodwill, which is
included within the carrying amount of the investment and is not amortized.
When the Company’s share of losses of an associate equals or exceeds its interest in that associate
(which includes any carrying amount of the investment accounted for using the equity method and
long-term interests that, in substance, form part of the Company’s net investment in the associate), the
Company discontinues recognizing its share of further loss, if any. Additional losses and liabilities are
recognized only to the extent that the Company has incurred legal obligations, or constructive
obligations, or made payments on behalf of that associate.
The entire carrying amount of the investment (including goodwill) is tested for impairment as a single
asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is
not allocated to any asset, including goodwill, that forms part of the carrying amount of the investment.
Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the
investment subsequently increases.
The Company discontinues the use of the equity method from the date on which its investment ceases to
be an associate. Any retained investment is measured at fair value at that date, and the fair value is
regarded as the investment’s fair value on initial recognition as a financial asset. The difference
between the previous carrying amount of the associate attributable to the retained interest and its fair
value is included in the determination of the gain or loss on disposal of the associate. The Company
accounts for all amounts previously recognized in other comprehensive income in relation to that
associate on the same basis as would be required had that associate directly disposed of the related
assets or liabilities.
When the Company transacts with its associate, profits and losses resulting from the transactions with
the associate are recognized in the Company’s financial statements only to the extent of interests in the
associate that are not related to the Company.
Property, plant and equipment are initially measured at cost, and subsequently measured at cost less
accumulated depreciation and accumulated impairment loss. Before January 1, 2019, property, plant,
and equipment also included assets held under finance leases.
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VI. Overview of the Company’s Financial Status
Property, plant and equipment in the course of construction are measured at cost less any recognized
impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such
assets are depreciated and classified to the appropriate categories of property, plant and equipment
when completed and ready for their intended use.
Except for freehold land which is not depreciated, the depreciation of property, plant and equipment is
recognized using the straight-line method. Each significant part is depreciated separately. For assets
which were held under finance leases before January 1, 2019, if their respective lease terms are shorter
than their useful lives, such assets are depreciated over their lease terms. The estimated useful lives,
residual values and depreciation methods are reviewed at the end of each reporting period, with the
effects of any changes in the estimates accounted for on a prospective basis.
On derecognition of an item of property, plant and equipment, the difference between the sales proceeds
and the carrying amount of the asset is recognized in profit or loss.
i. Investment properties
Investment properties are properties held to earn rentals and/or for capital appreciation. Investment
properties include land held for a currently undetermined future use.
Freehold investment properties are measured initially at cost, including transaction costs, and are
subsequently measured using the fair value model. Changes in the fair value of investment properties
are included in profit or loss for the period in which they arise.
On derecognition of an investment property, the difference between the net disposal proceeds and the
carrying amount of the asset is included in profit or loss.
j. Intangible assets
Intangible assets with finite useful lives that are acquired separately are initially measured at cost
and subsequently measured at cost less accumulated amortization and accumulated impairment loss.
Amortization is recognized on a straight-line basis. The estimated useful life, residual value, and
amortization method are reviewed at the end of each reporting period, with the effect of any
changes in estimate accounted for on a prospective basis. Intangible assets with indefinite useful
lives that are acquired separately are measured at cost less accumulated impairment loss.
On derecognition of an intangible asset, the difference between the net disposal proceeds and the
carrying amount of the asset is recognized in profit or loss.
At the end of each reporting period, the Company reviews the carrying amounts of its tangible and
intangible assets to determine whether there is any indication that those assets have suffered an
impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order
to determine the extent of the impairment loss. When it is not possible to estimate the recoverable
amount of an individual asset, the Company estimates the recoverable amount of the cash-generating
unit to which the asset belongs. Corporate assets are allocated to the smallest group of cash-generating
units on a reasonable and consistent basis of allocation.
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The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable
amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying
amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting
impairment loss recognized in profit or loss.
When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset or
cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent
of the carrying amount that would have been determined had no impairment loss been recognized on
the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit
or loss.
l. Financial instruments
Financial assets and financial liabilities are recognized when the Company becomes a party to the
contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are
directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than
financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the
financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly
attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized
immediately in profit or loss.
1) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade
date basis.
a) Measurement categories
Financial assets are classified into the following categories: Financial assets at FVTPL, financial
assets at amortized cost and equity instruments at FVTOCI.
Financial assets are classified as at FVTPL when such a financial asset is mandatorily
classified or designated as at FVTPL.
Financial assets at FVTPL are subsequently measured at fair value, and any dividends or
interest earned on such financial assets are recognized in other income; any remeasurement
gains or losses on such financial assets are recognized in other gains or losses. Fair value is
determined in the manner described in Note 33.
Financial assets that meet the following conditions are subsequently measured at amortized
cost:
i) The financial asset is held within a business model whose objective is to hold financial
assets in order to collect contractual cash flows; and
ii) The contractual terms of the financial asset give rise on specified dates to cash flows
that are solely payments of principal and interest on the principal amount outstanding.
2019
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VI. Overview of the Company’s Financial Status
Subsequent to initial recognition, financial assets at amortized cost, including cash and cash
equivalents, trade receivables at amortized cost and restricted bank balance, other
receivables and long-term receivables, are measured at amortized cost, which equals the
gross carrying amount determined using the effective interest method less any impairment
loss. Exchange differences are recognized in profit or loss.
A financial asset is credit impaired when one or more of the following events have occurred:
iii) It is becoming probable that the borrower will enter bankruptcy or undergo a financial
reorganization; or
iv) The disappearance of an active market for that financial asset because of financial
difficulties.
Cash equivalents include time deposits and with original maturities within 3 months from
the date of acquisition, which are highly liquid, readily convertible to a known amount of
cash and are subject to an insignificant risk of changes in value. These cash equivalents are
held for the purpose of meeting short-term cash commitments.
Investments in equity instruments at FVTOCI are subsequently measured at fair value with
gains and losses arising from changes in fair value recognized in other comprehensive
income and accumulated in other equity. The cumulative gain or loss will not be reclassified
to profit or loss on disposal of the equity investments; instead, it will be transferred to
retained earnings.
Dividends on these investments in equity instruments are recognized in profit or loss when
the Company’s right to receive the dividends is established, unless the dividends clearly
represent a recovery of part of the cost of the investment.
The Company recognizes a loss allowance for expected credit losses on financial assets at
amortized cost (including trade receivables), finance lease receivables, other receivables, as well
as contract assets.
The Company always recognizes lifetime expected credit losses (ECLs) for trade receivables,
finance lease receivables, other receivables and contract assets. For all other financial
instruments, the Company recognizes lifetime ECLs when there has been a significant increase
in credit risk since initial recognition. If, on the other hand, the credit risk on a financial
instrument has not increased significantly since initial recognition, the Company measures the
loss allowance for that financial instrument at an amount equal to 12-month ECLs.
2019
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Expected credit losses reflect the weighted average of credit losses with the respective risks of
default occurring as the weights. Lifetime ECLs represent the expected credit losses that will
result from all possible default events over the expected life of a financial instrument. In
contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from
default events on a financial instrument that are possible within 12 months after the reporting
date.
For internal credit risk management purposes, the Company determines that when internal or
external information shows that the debtor is unlikely to pay its creditors, it is indicated that a
financial asset is in default (without taking into account any collateral held by the Company).
The impairment loss of all financial assets is recognized in profit or loss by a reduction in their
carrying amounts through a loss allowance account.
The Company derecognizes a financial asset only when the contractual rights to the cash flows
from the asset expire or when it transfers the financial asset and substantially all the risks and
rewards of ownership of the asset to another party.
On derecognition of a financial asset at amortized cost in its entirety, the difference between the
asset’s carrying amount and the sum of the consideration received and receivable is recognized
in profit or loss. On derecognition of an investment in an equity instrument at FVTOCI, the
difference between the asset’s carrying amount and the sum of the consideration received and
receivable is recognized in profit or loss, and the cumulative gain or loss which had been
recognized in other comprehensive income is transferred directly to retained earnings, without
recycling through profit or loss.
2) Equity instruments
Debt and equity instruments issued by the Company are classified as either financial liabilities or as
equity in accordance with the substance of the contractual arrangements and the definitions of a
financial liability and an equity instrument.
Equity instruments issued by Company are recognized at the proceeds received, net of direct issue
costs.
The repurchase of the Company’s own equity instruments is recognized in and deducted directly
from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or
cancellation of the Company’s own equity instruments.
3) Financial liabilities
a) Subsequent measurement
Except the following situation, all the financial liabilities are measured at amortized cost using
the effective interest method:
Financial liabilities are classified as at FVTPL when the financial liabilities are held for
trading.
Financial liabilities held for trading are stated at fair value, and any remeasurement gains or
losses on such financial liabilities are recognized in profit or loss. Fair value is determined
in the manner described in Note 33.
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VI. Overview of the Company’s Financial Status
Financial guarantee contracts issued by the Company, if not designated as at FVTPL, are
subsequently measured at the higher of:
i) The amount of the loss allowance reflecting expected credit losses; and
The difference between the carrying amount of the financial liability derecognized and the
consideration paid, including any non-cash assets transferred or liabilities assumed, is
recognized in profit or loss.
4) Convertible bonds
The component parts of compound instruments (i.e., mandatory convertible bonds and convertible
bonds) issued by the Company are classified separately as financial liabilities and equity in
accordance with the substance of the contractual arrangements and the definitions of a financial
liability and an equity instrument.
On initial recognition, the fair value of the liability component is estimated using the prevailing
market interest rate for similar non-convertible instruments. This amount is recorded as a liability
on an amortized cost basis using the effective interest method until extinguished upon conversion or
upon the instrument’s maturity date. Any embedded derivative liability is measured at fair value.
The conversion option classified as equity is determined by deducting the amount of the liability
component from the fair value of the compound instrument as a whole. This is recognized and
included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the
conversion option classified as equity will remain in equity until the conversion option is exercised,
in which case, the balance recognized in equity will be transferred to capital surplus - share
premiums. When the conversion option remains unexercised at maturity, the balance recognized in
equity will be transferred to capital surplus - share premiums.
Transaction costs that relate to the issue of the convertible notes are allocated to the liability and
equity components in proportion to the allocation of the gross proceeds. Transaction costs relating
to the equity component are recognized directly in equity. Transaction costs relating to the liability
component are included in the carrying amount of the liability component, and amortize by using
the effective method in subsequent periods.
The Company enters into a variety of derivative financial instruments to manage its exposure to
foreign exchange rate and oil price variation risks including oil swap and oil swap option.
Derivatives are initially recognized at fair value at the date on which the derivative contracts are
entered into and are subsequently remeasured to their fair value at the end of each reporting period.
The resulting gain or loss is recognized in profit or loss immediately unless the derivative is
designated and effective as a hedging instrument, in which event the timing of the recognition in
profit or loss depends on the nature of the hedging relationship. When the fair value of derivative
financial instrument is positive, the derivative is recognized as a financial asset; when the fair value
of derivative financial instrument is negative, the derivative is recognized as a financial liability.
2019
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Derivatives embedded in hybrid contracts that contain financial asset hosts that is within the scope
of IFRS 9 are not separated; instead, the classification is determined in accordance with the entire
hybrid contract. Derivatives embedded in non-derivative host contracts that are not financial assets
that is within the scope of IFRS 9 (e.g. financial liabilities) are treated as separate derivatives when
they meet the definition of a derivative; their risks and characteristics are not closely related to those
of the host contracts; and the host contracts are not measured at FVTPL.
m. Hedge accounting
The Company designates certain hedging instruments, which include non-derivatives in respect of
foreign currency risk, as cash flow hedges. Hedges of foreign exchange risk on firm commitments are
accounted for as cash flow hedges.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash
flow hedges is recognized in other comprehensive income. The gains or losses relating to the ineffective
portion are recognized immediately in profit or loss.
The associated gains or losses that were recognized in other comprehensive income are reclassified
from equity to profit or loss as reclassification adjustments in the line items relating to the related
hedged item in the same period in which the hedged item affects profit or loss. If a hedge of a
forecasted transaction subsequently results in the recognition of a non-financial asset or a non-financial
liability, the associated gains and losses that were recognized in other comprehensive income are
removed from equity and included in the initial cost of the non-financial asset or non-financial liability.
The Company discontinues hedge accounting only when the hedging relationship ceases to meet the
qualifying criteria; for instance, when the hedging instrument expires or is sold, terminated or exercised.
The cumulative gain or loss on the hedging instrument that was previously recognized in other
comprehensive income (from the period in which the hedge was effective) remains separately in equity
until the forecasted transaction occurs. When a forecasted transaction is no longer expected to occur, the
gains or losses accumulated in equity are recognized immediately in profit or loss.
n. Provisions
Provisions are measured at the best estimate of the discounted cash flows of the consideration required
to settle the present obligation at the end of the reporting period, taking into account the risks and
uncertainties surrounding the obligation.
o. Revenue recognition
The Company identifies contracts with customers, allocates the transaction price to the performance
obligations and recognizes revenue when performance obligations are satisfied.
For contracts entered into with the same customer (or related parties of the customer) at or near the
same time, those contracts are accounted for as a single contract if the services promised in the
contracts are a single performance obligation.
Revenue from contracts with customers comes from providing container shipping services. As the
Company provides container shipping services, customers simultaneously receive and consume the
benefits provided by the Company’s performance. The Company recognizes the cargo revenue and
contract asset on the basis of the percentage-of-completion. The contract assets are reclassified to
trade receivables when the voyage is complete.
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264 ANNUAL REPORT - 25 -
VI. Overview of the Company’s Financial Status
Other service revenue is recognized on an accrual basis during the service is rendered or upon the
completion of service.
p. Leasing
2019
At the inception of a contract, the Company assesses whether the contract is, or contains, a lease.
For a contract that contains a lease component and non-lease components, the Company allocates the
consideration in the contract to each component on the basis of the relative stand-alone price and
accounts for each component separately.
Leases are classified as finance leases whenever the terms of a lease transfer substantially all the
risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
When the Company subleases a right-of-use asset, the sublease is classified by reference to the
right-of-use asset arising from the head lease, not with reference to the underlying asset. However,
if the head lease is a short-term lease that the Company, as a lessee, has accounted for applying
recognition exemption, the sublease is classified as an operating lease.
Under finance leases, the lease payments comprise fixed payments. The net investment in a lease is
measured at (a) the present value of the sum of the lease payments receivable by a lessor and any
unguaranteed residual value accrued to the lessor plus (b) initial direct costs and is presented as a
finance lease receivable. Finance lease income is allocated to the relevant accounting periods so as
to reflect a constant, periodic rate of return on the Company’s net investment outstanding in respect
of leases.
Lease payments (less any lease incentives payable) from operating leases are recognized as income
on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining
operating leases are added to the carrying amounts of the underlying assets and recognized as
expenses on a straight-line basis over the lease terms.
Variable lease payments that do not depend on an index or a rate are recognized as income in the
periods in which they are incurred.
The Company recognizes right-of-use assets and lease liabilities for all leases at the commencement
date of a lease, except for short-term leases and low-value asset leases accounted for applying a
recognition exemption where lease payments are recognized as expenses on a straight-line basis
over the lease terms.
Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease
liabilities adjusted for lease payments made at or before the commencement date, plus any initial
direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any
lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated
depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities.
Right-of-use assets are presented on a separate line in the balance sheets.
2019
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Right-of-use assets are depreciated using the straight-line method from the commencement dates to
the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.
However, if leases transfer ownership of the underlying assets to the Company by the end of the
lease terms or if the costs of right-of-use assets reflect that the Company will exercise a purchase
option, the Company depreciates the right-of-use assets from the commencement dates to the end of
the useful lives of the underlying assets.
Lease liabilities are initially measured at the present value of the lease payments, which comprise
fixed payments, in-substance fixed payments, variable lease payments which depend on an index or
a rate, residual value guarantees, the exercise price of a purchase option if the Company is
reasonably certain to exercise that option, less any lease incentives receivable. The lease payments
are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that
rate cannot be readily determined, the Company uses the lessee’s incremental borrowing rate.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method,
with interest expense recognized over the lease terms. When there is a change in a lease term, the
Company remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets.
However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount
of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line
in the balance sheets.
Variable lease payments that do not depend on an index or a rate are recognized as expenses in the
periods in which they are incurred.
For sale and leaseback transactions, if the transfer of an asset satisfies the requirements of IFRS 15
to be accounted for as a sale, the Company recognizes only the amount of any gain or loss which
relates to the rights transferred to the buyer-lessor, and adjusts the off-market terms to measure the
sale proceeds at fair value. If the transfer does not satisfy the requirements of IFRS 15 to be
accounted for as a sale, it is accounted for as a financing transaction.
2018
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks
and rewards of ownership to the lessee. All other leases are classified as operating leases.
Rental income from operating leases is recognized on a straight-line basis over the term of the
relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added
to the carrying amount of the leased asset and amortized on a straight-line basis over the lease term.
Assets held under finance leases are initially recognized as assets of the Company at their fair value
at the inception of the lease or, if lower, at the present value of the minimum lease payments. The
corresponding liability to the lessor is included in the balance sheets as a finance lease obligation.
Finance expenses implicit in lease payments for each period are recognized immediately in profit or
loss, unless they are directly attributable to qualifying assets, in which case they are capitalized.
Operating lease payments are recognized as an expense on a straight-line basis over the lease term.
2019
266 ANNUAL REPORT - 27 -
VI. Overview of the Company’s Financial Status
If a sale and leaseback results in an operating lease, and it is clear that the transaction is established
at fair value, any profit or loss should be recognized immediately. If the sale price is below fair
value, any profit or loss should be recognized immediately except that, if the loss is compensated by
future lease payments at below market price, it should be deferred and amortized in proportion to
the lease payments over the period for which the asset is expected to be used. If the sale price is
above fair value, the excess over fair value should be deferred and amortized over the period for
which the asset is expected to be used.
q. Borrowing costs
Investment income earned on the temporary investment of specific borrowings pending their
expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.
Other than that which is stated above, all other borrowing costs are recognized in profit or loss in the
period in which they are incurred.
r. Employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted
amount of the benefits expected to be paid in exchange for the related service.
2) Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as an expense when
employees have rendered service entitling them to the contributions.
Defined benefit costs (including service cost, net interest and remeasurement) under the defined
benefit retirement benefit plans are determined using the projected unit credit method. Service cost
(including current service cost) and net interest on the net defined benefit liability are recognized as
employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial
gains and losses and the return on plan assets (excluding interest), is recognized in other
comprehensive income in the period in which they occur. Remeasurement recognized in other
comprehensive income is reflected immediately in retained earning and will not be reclassified to
profit or loss.
Net defined benefit liability (asset) represents the actual deficit (surplus) in the Company’s defined
benefit plan. Any surplus resulting from this calculation is limited to the present value of any
refunds from the plans or reductions in future contributions to the plans.
Other long-term employee benefits are accounted for in the same way as the accounting required for
a defined benefit plan except that remeasurement is recognized in profit or loss.
2019
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4) Termination benefits
A liability for a termination benefit is recognized at the earlier of when the Company can no longer
withdraw the offer of the termination benefit and when the Company recognizes any related
restructuring costs.
s. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
1) Current tax
According to the Income Tax Law, an additional tax on unappropriated earnings is provided for in
the year the shareholders approve to retain the earnings.
Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax
provision.
2) Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and
liabilities and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax
assets are generally recognized for all deductible temporary differences and unused loss carry
forward to the extent that it is probable that taxable profits will be available against which those
deductible temporary differences can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments
in subsidiaries and associates, except where the Company is able to control the reversal of the
temporary difference and it is probable that the temporary difference will not reverse in the
foreseeable future. Deferred tax assets arising from deductible temporary differences associated
with such investments and interests are recognized only to the extent that it is probable that there
will be sufficient taxable profits against which to utilize the benefits of the temporary differences
and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and
reduced to the extent that it is no longer probable that sufficient taxable profits will be available to
allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also
reviewed at the end of each reporting period and recognized to the extent that it has become
probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the
period in which the liabilities are settled or the assets are realized, based on tax rates (and tax laws)
that have been enacted or substantively enacted by the end of the reporting period. The
measurement of deferred tax liabilities and assets reflects the tax consequences that would follow
from the manner in which the Company expects, at the end of the reporting period, to recover or
settle the carrying amount of its assets and liabilities. If investment properties measured using the
fair value model are non-depreciable assets, or are held under a business model whose objective is
not to consume substantially all of the economic benefits embodied in the assets over time, the
carrying amounts of such assets are presumed to be recovered entirely through sale.
2019
268 ANNUAL REPORT - 29 -
VI. Overview of the Company’s Financial Status
Current and deferred taxes are recognized in profit or loss, except when they relate to items that are
recognized in other comprehensive income or directly in equity, in which case, the current and
deferred taxes are also recognized in other comprehensive income or directly in equity, respectively.
In the application of the Company’s accounting policies, management is required to make judgments,
estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent
from other sources. The estimates and associated assumptions are based on historical experience and other
factors that are considered relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognized in the period in which the estimate is revised if the revision affects only that period
or in the period of the revision and future periods if the revision affects both current and future periods.
The Company’s major operating assets are ships and containers, other intangible assets, right-of-use
assets and prepayments for equipment. At the end of each reporting period, the Company reviews the
carrying amounts of its tangible and intangible assets, to determine whether there is any indication that
those assets have suffered an impairment loss.
When assessing for impairment, the Company relies on subjective judgments, such as the usage of
assets and business environment to determine expected cash flows, useful life and future gains and
losses generated from these assets. Significant impairment may result from economic changes,
fluctuation of the assets’ value or changes in the Company’s strategy.
b. Revenue recognition
Revenue from delivery service is recognized under the percentage-of-completion method. The
Company evaluates the percentage-of-completion and estimates the revenue and related costs as of the
financial reporting date.
December 31
2019 2018
$ 11,561,085 $ 12,444,370
2019
- 30 - ANNUAL REPORT 269
The market rate intervals of time deposits at the end of the reporting period were as follows:
December 31
2019 2018
December 31
2019 2018
$ 67,549 $ 37,460
The Company’s purpose for trading oil swap and oil swap option was to reduce the cost burden from oil
price increase. The Company entered into oil swap and oil swap option contracts. The contracts were settled
in US$431 thousand and US$0 thousand every month for the years ended December 31, 2019 and 2018,
respectively. The terms of the derivatives mentioned above did not qualify as effective hedging instruments,
thus hedge accounting was not applied.
Outstanding oil swap and oil swap option contracts at the end of reporting periods were as follows:
Unsettled Amount
Maturity Date Notional Amount Fair Value
December 31
2019 2018
$ 1,767,493 $ 1,695,305
2019
270 ANNUAL REPORT - 31 -
VI. Overview of the Company’s Financial Status
These investments in equity instruments are not held for trading. Instead, they are held for medium to
long-term strategic purposes. Accordingly, the management elected to designate these investments in equity
instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair
value in profit or loss would not be consistent with the Company’s strategy of holding these investments for
long-term purposes.
Dividends of $92,721 thousand and $50,237 thousand were recognized during 2019 and 2018, respectively.
December 31
2019 2018
Current
Non-current
$ 623 $ 5,469
In November 2014, the Company bought a 5-year corporate bond issued by Kuang Ming Shipping Corp.
with a coupon rate of 2.30% and an effective interest rate of 2.30%, at a par value of $1,000,000 thousand.
The corporate bond is repaid in the 3, 4, and 5 years since the release day, and fully repaid on November
27, 2019.
December 31
2019 2018
Trade receivables
At amortized cost
Trade receivable $ 4,090,404 $ 3,196,473
Trade receivable - related parties 1,973,519 2,171,269
Less: Allowance for impairment loss (15,834) (8,117)
$ 6,048,089 $ 5,359,625
The average credit period of trade receivables from cargo business is 14 to 28 days.
2019
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The Company measures the loss allowance for trade receivables and contract assets at an amount equal to
lifetime ECLs. The expected credit losses on trade receivables and contract assets are estimated using a
provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current
financial position, adjusted for general economic conditions of the industry in which the debtors operate
and an assessment of both the current as well as the forecast direction of economic conditions at the
reporting date. As the Company’s historical credit loss experience does not show significantly different loss
patterns for different customer segments, and the Company’s customers are scattered around the world and
not related to each other. The management believes there is no significant concentration of credit risk for
trade receivables. The provision for loss allowance based on past due status is not further distinguished
according to the Company’s different customer base. The Company recognize contract assets by
completion ratio of transportation. According to historical experience, the completion of transportation
period is within 60 days. The recognition method of the Company to assess contract assets which have
expected credit loss is same as the trade receivables, and to assess within 60 days after invoice date.
The Company writes off a trade receivables and contract assets when there is information indicating that the
debtor is in severe financial difficulty and there is no realistic prospect of recovery. For trade receivables
and contract assets that have been written off, the Company continues to engage in enforcement activity to
attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.
For the trade receivables balances that were past due at the end of the reporting period, the Company did
not recognize an allowance for impairment loss, because there was not a significant change in credit quality
and the amounts were still considered recoverable. The Company acquired bank’s guaranteed letter from
agencies or received security deposit from clients; for the rest of the receivables, the Company did not hold
any collateral or other credit enhancements for these balances.
The following table details the loss allowance of trade receivables based on the Company’s provision
matrix.
2019
272 ANNUAL REPORT - 33 -
VI. Overview of the Company’s Financial Status
2019 2018
2019
December 31,
2019
Year 1 $ 116,577
Year 2 116,577
Year 3 116,577
Year 4 116,577
Year 5 116,577
Year 6 onwards 579,607
1,162,492
Less: Unearned finance income (210,020)
Current $ 74,296
Non-current $ 878,176
The Company entered into finance lease arrangement for certain port equipment with quarterly fixed lease
payment of $11,042 thousand.
The Company has been subleasing its container yard located in Keelung with monthly and quarterly fixed
lease payments of $1,834 thousand and $1,796 thousand. Also, the Company has been subleasing its
logistics center located in Kaohsiung with quarterly fixed lease payment of $10,804 thousand. As the
Company subleases the container yard and the logistics center for all the remaining lease term of the main
lease to the sublessee, the sublease contracts are classified as a finance lease.
The interest rates inherent in leases are fixed at the contract dates for the entire term of the lease. The range
of interest rates inherent in the finance leases were approximately 0.40%-17.71% per annum as of
December 31, 2019.
The Company measures the loss allowance for finance lease receivables at an amount equal to lifetime
ECLs. The respective leased equipment served as collateral for the finance lease receivables. As of
December 31, 2019, no finance lease receivable was past due. The Company has not recognized a loss
allowance for finance lease receivables after taking into consideration the historical default experience and
the future prospects of the industries in which the lessees operate, together with the value of collateral held
over these finance lease receivables.
2019
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12. SHIPPING FUEL
December 31
2019 2018
The cost of shipping fuel recognized as operating cost for the years ended December 31, 2019 and 2018,
was $21,086,531 thousand and $20,779,392 thousand, respectively.
The cost of shipping fuel recognized as operating cost for the years ended December 31, 2019 and 2018
included reversals of shipping fuel write-downs of $119,399 thousand and shipping fuel write-downs of
$98,349 thousand, respectively. Previous write-downs were reversed as a result of increased profit from
marine operations.
December 31
2019 2018
$ 17,745,298 $ 17,958,987
a. Investments in subsidiaries
December 31
2019 2018
Unlisted shares
Yang Ming Shipping (B.V.I.) Inc. $ 2,973,296 $ 3,138,527
Yang Ming Line (Singapore) Pte Ltd. 2,287,357 2,272,087
Yang Ming Line Holding Co. 2,157,078 1,997,780
Kuang Ming Shipping Corp. 2,030,841 1,701,808
Ching Ming Investment Corp. 1,144,817 1,057,131
Yang Ming (Liberia) Corp. - 642,263
Yes Logistics Corp. 521,813 494,887
All Oceans Transportation Inc. 294,493 202,016
Jing Ming Transportation Co., Ltd. 128,163 126,107
Honming Terminal & Stevedoring Co., Ltd. 127,481 119,420
$ 11,665,339 $ 11,752,026
2019
274 ANNUAL REPORT - 35 -
VI. Overview of the Company’s Financial Status
Note a: The Company’s board of directors resolved in January 2019 to apply for the capital increase
by cash of Kuang Ming on March 8, 2019. The Company injected for $999,694 thousand for
99,969 thousand shares, with a par value of $10, and increased its continuing interest from
98.52% to 98.88%.
Note b: The Company’s board of directors resolved in November 2018 to liquidate Yang Ming
(Liberia) Corp. (Yang Ming-Liberia) in February 2019.
Refer to Table B for the amount of investments in subsidiaries which were pledged for the Company’s
endorsement and guarantee.
Investments accounted for using the equity method and the share of profit or loss and other
comprehensive income of those investments were calculated based on the financial statements which
have been audited.
b. Investment in associates
December 31
2019 2018
$ 6,079,959 $ 6,206,961
Note a: The Company’s board of directors resolved to establish Taiwan Foundation International Pte.
Ltd. in August 2018 and had registered in October 2018.
Note b: The Company’s board of directors resolved in August 2017 for a capital reduction for return
of cash of Transyang Shipping Pte. Ltd in January 2018 and liquidate in July 2018.
All the associates are accounted for using the equity method.
2019
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Aggregate information of associates that are not individually material
Investments accounted for by the equity method and the share of profit or loss and other comprehensive
income of those investments were calculated based on financial statements which have been audited in
2019. Except for Taiwan Foundation International Pte. Ltd., investments accounted for by the equity
method and the share of profit or loss and other comprehensive income of those investments were
calculated based on financial statements which have been audited in 2018. The management believes
that there is no material impact on the equity method accounting or the calculation of the share of profit
or loss and other comprehensive income, from the financial statements which have not been audited.
December 31,
2019
$ 34,649,013
Cost
Balance at January 1,
2019 $ 343,210 $ 773,258 $ 25,441,327 $ 27,835,089 $ 689,790 $ 146,272 $ 2,262,429 $ - $ 57,491,375
Adjustments on initial
application of
IFRS 16 - - - - (689,790 ) - - - (689,790 )
Balance at January 1,
2019 (restated) 343,210 773,258 25,441,327 27,835,089 - 146,272 2,262,429 - 56,801,585
Additions - 127 - 543,266 - - 63,130 1,832,528 2,439,051
Disposals - - (2,376,058 ) (39,999 ) - - (1,128,888 ) - (3,544,945 )
Reclassification - - 689,790 9,087 - - 20,326 1,019,360 1,738,563
Accumulated
depreciation and
impairment
Balance at January 1,
2019 $ - $ 296,669 $ 13,142,072 $ 7,051,840 $ 677,016 $ 146,272 $ 1,934,997 $ - $ 23,248,866
Adjustments on initial
application of
IFRS 16 - - - - (677,016 ) - - - (677,016 )
Balance at January 1,
2019 (restated) - 296,669 13,142,072 7,051,840 - 146,272 1,934,997 - 22,571,850
Disposals - - (2,106,536 ) (39,999 ) - - (964,087 ) - (3,110,622 )
Depreciation expenses - 13,591 1,503,792 1,325,959 - - 49,869 - 2,893,211
Reclassification - - 689,790 - - - - - 689,790
Carrying amounts at
December 31, 2019 $ 343,210 $ 463,125 $ 10,525,941 $ 20,009,643 $ - $ - $ 196,218 $ 2,851,888 $ 34,390,025
2019
276 ANNUAL REPORT - 37 -
VI. Overview of the Company’s Financial Status
The above items of property, plant and equipment used by the Company are depreciated on a
straight-line basis over their estimated useful lives as follows:
Property, plant and equipment used by the Company and pledged as collateral for bank borrowings are
set out in Note 35.
Ships
Cost
Accumulated depreciation
The maturity analysis of lease payments receivable under operating lease payments was as follows:
December 31,
2019
Year 1 $ 32,791
Year 2 onwards -
$ 32,791
At the end of the lease terms of ships under operating leases, the Company determines the demand of
voyage line whether reclassifying to freehold or adjusting the rent by market rent and continue leasing
to reduce the risk of the residual assets of the lease assets.
2019
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The above items of property, plant and equipment leased under operating leases are depreciated on a
straight-line basis over their estimated useful lives as follows:
Ships 25 years
Dry dock 2.5 years
Property, plant and equipment leased under operating leases and pledged as collateral for bank
borrowings are set out in Note 35.
c. 2018
Container and Leasehold Miscellaneous
Freehold Land Buildings Chassis Ships Leased Assets Improvements Equipment Total
Cost
Balance at January 1, 2018 $ 343,210 $ 773,258 $ 23,724,529 $ 28,314,219 $ 689,790 $ 146,272 $ 2,346,808 $ 56,338,086
Additions - - 2,739,802 53,163 - - 26,472 2,819,437
Disposals - - (1,023,004 ) (32,000 ) - - (119,611 ) (1,174,615 )
Reclassification - - - 3,442 - - 8,760 12,202
Balance at December 31, 2018 $ 343,210 $ 773,258 $ 25,441,327 $ 28,338,824 $ 689,790 $ 146,272 $ 2,262,429 $ 57,995,110
Balance at January 1, 2018 $ - $ 281,629 $ 12,621,730 $ 6,094,084 $ 600,373 $ 146,272 $ 1,961,439 $ 21,705,527
Disposals - - (920,527 ) (32,000 ) - - (117,976 ) (1,070,503 )
Depreciation expenses - 15,040 1,440,869 1,198,846 76,643 - 91,534 2,822,932
Balance at December 31, 2018 $ - $ 296,669 $ 13,142,072 $ 7,260,930 $ 677,016 $ 146,272 $ 1,934,997 $ 23,457,956
Operating leases relate to leases of freehold property, plant and equipment with lease terms of two
years. The lessees do not have bargain purchase options to acquire the assets at the expiry of the lease
periods.
The future minimum lease payments of non-cancellable operating leases are as follows:
December 31,
2018
Year 1 $ 94,844
Year 2 onwards -
$ 94,844
The above items of property, plant and equipment are depreciated on a straight-line basis over the
estimated useful life as follows:
The Company’s property, plant and equipment pledged as collaterals for the secured loans is set out in
Note 35.
2019
278 ANNUAL REPORT - 39 -
VI. Overview of the Company’s Financial Status
Cost
Balance at January 1,
2019 $ - $ - $$ -- $$ -- $$ -- $$ --
Adjustments on initial
application of IFRS 16 6,096 8,697 892,685 74,841,411 15,563 75,764,452
Balance at January 1,
2019 (restated) 6,096 8,697 892,685 74,841,411 15,563 75,764,452
Additions - 503,014 476,376 10,923,658 310 11,903,358
Disposals - (193,072) - - - (193,072)
Reclassified - - (689,790) - - (689,790)
Accumulated depreciation
Balance at January 1,
2019 $ - $$ -- $$ -- $$ -- $$ -- $$ --
Adjustments on initial
application of IFRS 16 - - 677,016 - - 677,016
Balance at January 1,
2019 (restated) - - 677,016 - - 677,016
Additions 4,064 34,213 241,492 10,286,475 8,456 10,574,700
Reclassified - - (689,790) - - (689,790)
Carrying amounts at
December 31, 2019 $ 2,032 $ 284,426 $ 450,553 $ 75,478,594 $ 7,417 $ 76,223,022
Income from the sublease of right-of-use assets (presented in operating revenue) $ 421,627
December 31,
2019
Land $ 2,044
Buildings 554,497
Container and chassis 440,444
Ships 54,949,283
Miscellaneous equipment 7,397
$ 55,953,665
Carrying amounts
Current $ 930,911
Non-current $ 6,132,344
(Continued)
2019
- 40 - ANNUAL REPORT 279
December 31,
2019
Current $ 7,002,378
Non-current $ 41,888,032
(Concluded)
The Company designated part of US dollar lease liabilities as hedging instruments to avoid future US
dollar operating revenue foreign currency risk and designated as cash flow hedges. The information of
the contracts were as follow:
Carrying
Maturity Period Account Amount
Recognized in
Other Amount
Comprehensive Reclassified to
Income Profit or Loss
The lease term and the range of discount rate for lease liabilities (including USD-denominated lease
contracts designated as hedge instruments) was as follows:
2019
280 ANNUAL REPORT - 41 -
VI. Overview of the Company’s Financial Status
Many of the ship leases across the Company contain extension options. These terms are used to
maximize operational flexibility in terms of managing contracts. When the rents are lower than the
market price of lease market, the Company will extent the lease term. These terms are not reflected in
measuring lease liabilities in many cases because the options are not reasonably certain to be exercised.
The table below summarizes potential future rental payments relating to periods following the exercise
dates of extension options.
Potential
Future Lease
Payments Not
Lease Included in Historical Rate
Liabilities Lease of Exercise of
Recognized Liabilities Extension
Containership Department (Discounted) (Discounted) Options
The Company’s subsidiary signed a leaseback contract of YM Uberty and subleased to the Company in
August 2008. After evaluating in 2019, the ship’s repurchase option price in the contract was higher
than market price. The subsidiary had sent ship returning notification to ship owner. However,
according to the lease contract, if the subsidiary didn’t exercise the repurchase option, according to the
Company’s evaluation, it could bear the risk of compensation responsibility of approximately
$1,077,322 thousand in the range of ship owner’s creditor bank unsettle principal and interest after the
term expires. The Company had recognized probable maximum loss in 2019 according to conservative
accounting standard.
d. Subleases
In addition to the sublease transactions described in Note 11, the other sublease transactions are set out
below.
The Company subleases its right-of-use assets for property, plant and equipment under operating leases
with lease terms between 1 year. The lease contracts contain market review clauses in the event that the
lessees exercise their options to extend. The lessees do not have bargain purchase options to acquire the
assets at the expiry of the lease periods.
The maturity analysis of lease payments receivable under operating subleases was as follows:
December 31,
2019
Year 1 $ 90,800
Year 2 onwards -
$ 90,800
2019
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e. Other lease information
Lease arrangements under operating leases for the leasing out of freehold property, plant and equipment
and investment properties are set out in Notes 14 and 16. Lease arrangements for the leasing out of
assets under finance leases are set out in Note 11.
2019
The Company has elected to apply the recognition exemption of short-term leases and low-value asset
leases and thus, did not recognize right-of-use assets and lease liabilities for these leases.
For the year ended December 31, 2019, expenses relating to short-term leases also include expenses
relating to leases for which the lease terms end on or before December 31, 2019 and for which the
recognition exemption is applied. The amount of lease commitments for short-term leases for which the
recognition exemption is applied was $18,766,796 thousand as of December 31, 2019.
The amount of lease commitments for future service cost which was recognized as non-lease
components of contracts was $36,956,962 thousand as of December 31, 2019.
2018
The future minimum lease payments of non-cancellable operating lease commitments were as follows:
December 31,
2018
$ 126,330,783
2019
282 ANNUAL REPORT - 43 -
VI. Overview of the Company’s Financial Status
Completed
Investment
Property
The investment properties are leased out for 1 to 5.17 years. All lease contracts contain market review
clauses applicable to contract renewals. The lessee does not have a bargain purchase option to acquire the
investment property at the expiry of the lease period.
The maturity analysis of lease payments receivable under operating leases of investment properties at
December 31, 2019 was as follows:
December 31,
2019
Year 1 $ 78,096
Year 2 37,920
Year 3 12,354
Year 4 3,690
Year 5 654
Year 6 onwards -
$ 132,714
The future minimum lease payment receivable under operating lease of investment properties as of
December 31, 2018 is as follows:
December 31,
2018
$ 185,101
The lease contract includes lessee’s use limitation, guarantee deposit, punishment of breaching contracts,
and responsibilities of maintenance, and the Company follows its general risk management strategy to
reduce the residual asset risk related to investment properties at the end of the relevant lease.
The fair values of investment properties were measured on a recurring basis, as follows:
December 31
2019 2018
2019
- 44 - ANNUAL REPORT 283
As of December 31, 2019 and 2018, the fair values were based on the valuations carried out on January 8,
2020 and January 7, 2019, respectively, by independent qualified professional value from Savills
Residential Service (Taiwan) Limited, Real Estate Appraisal Firm, a member of certified ROC real estate
appraisals.
The fair value of investment properties was estimated using unobservable inputs (Level 3). The movements
in the fair value were as follows:
The fair value of investment properties, except for undeveloped land, was measured using the income
approach. The significant assumptions used were stated below. The increase in estimated future net cash
inflows or the decrease in discount rates would result in increase in the fair value.
December 31
2019 2018
The market rentals in the area where the investment property is located were between $0.5 thousand and $3
thousand in 2019, and between $0.5 thousand and $2.5 thousand per ping (35.59 square feet) in 2019 and
2018. The market rentals for comparable properties were between $0.4 thousand and $2.5 thousand per
ping (35.59 square feet) in 2019 and between $0.4 thousand and $3.1 thousand per ping (35.59 square feet)
in 2018.
The expected future cash inflows generated by investment property included rental income, interest income
on rental deposits and disposal value. The rental income was extrapolated using the Company’s current
rental rate, taking into account the annual rental growth rate; the income analysis covers a 10-year period,
the interest income on rental deposits was extrapolated using the average deposit interest rate of the top five
banks announced by the Central Bank of the Republic of China for a year; the disposal value was
2019
284 ANNUAL REPORT - 45 -
VI. Overview of the Company’s Financial Status
determined using the direct capitalization method under the income approach. The expected future cash
outflows incurred by investment property included expenditure such as land value taxes, house taxes,
insurance premium, and maintenance costs. The expenditure was extrapolated on the basis of the current
level of expenditure, taking into account the future adjustment to the government-announced land value, the
tax rate promulgated under the House Tax Act.
The discount rate was determined by reference to the interest rate for two-year time deposits as posted by
Chunghwa Post Co., Ltd., plus 0.75%, and any asset-specific risk premiums 2.0%.
The fair value of undeveloped land located in area Keelung, Taipei, and Kaohsiung was measured by land
development analysis. The increase in estimated total sale price, the increase in rate of return, or the
decrease in overall capital interest rate would result in increase in the fair value. The significant
assumptions used were as follows:
December 31
2019 2018
The rate of returns was determined by reference to the annual profit rate and construction period of the
similar product constructed by competitors. Overall capitalization rate referred to current average
benchmark interest rate and deposit interest rate of the top five banks, and to the proportion of equity funds
and borrowed funds. The cost of the equity funds and borrowed funds is determined by the deposit and
benchmark interest rate, respectively.
The total sale price is estimated on the basis of the most effective use of land or property available for sale
after development is completed, taking into account the related regulations, domestic macroeconomic
prospects, local land use, and market rates.
All of the Company’s investment property was held under freehold interests.
The carrying amount of investment properties pledged by the Company to secure borrowings granted to the
Company, were reflected in Note 35.
December 31
2019 2018
$ - $ 504,989
For the purpose of managing the storage, reforming, processing, transfer and distribution of goods, YMTC
collaborated with the Port of Kaohsiung, Taiwan International Ports Corporation, Ltd. on the construction
and operation of the First and Second Logistics Centers of the Kaohsiung Third Container Center. YMTC is
entitled to the use of the First and Second Logistics Centers for 30 years and 28 years and 9 months,
respectively, based on the initial investment made by YMTC. The Centers are amortized over the period in
use. Furthermore, in accordance with the requirements, YMTC should pay land-use fees and administration
fees for every month of the lease term (based on the actual volume of cargo stevedored). Administration
fees depend on the lowest guaranteed volumes for each respective logistics center, which are 1 million and
0.85 million tons. If YMTC is unable to reach the lowest guaranteed volumes, it should calculate the
2019
- 46 - ANNUAL REPORT 285
payment for the administration fees based on the volumes of 1 million and 0.85 million, respectively, and
the administration fees will be adjusted under the annual Wholesale Price Index in Taiwan.
18. BORROWINGS
a. Short-term borrowings
December 31
2019 2018
Unsecured borrowings
$ 2,050,000 $ 3,000,000
1) The range of weighted average effective interest rate on credit borrowings was 1.77% and
1.40%-1.55% per annum as of December 31, 2019 and 2018, respectively.
2) Loans from related parties of the Company were the amounts repayable to government-related
entities. Interest rate was 1.56% and 1.48%-1.56% per annum as of December 31, 2019 and 2018,
respectively.
December 31
2019 2018
$ 13,087,347 $ 9,302,823
Interest rate of the outstanding short-term bills payable was 1.04%-1.77% and 1.08%-2.07% per annum
as of December 31, 2019 and 2018, respectively. Interest rate of the outstanding short-term bills
payable from related parties was 1.16% and 1.15%-1.23% per annum as of December 31, 2019 and
2018 respectively.
c. Long-term borrowings
December 31
2019 2018
2019
286 ANNUAL REPORT - 47 -
VI. Overview of the Company’s Financial Status
December 31
2019 2018
Unsecured borrowings
Line of credit borrowings $ 6,300,233 $ 10,333,325
Loans from related parties (Note 34) 6,463,500 6,550,000
12,763,733 16,883,325
Commercial paper
Line of credit borrowings 17,700,000 10,300,000
Less: Unamortized discount on bills payable 24,440 12,766
17,675,560 10,287,234
Loans from related parties (Note 34) 1,500,000 1,000,000
Less: Unamortized discount on bills payable 1,810 1,536
1,498,190 998,464
Total 45,353,623 44,953,172
Less: Current portion 6,648,471 4,623,009
Secured borrowings
The secured bank loans of the Company will be repaid in New Taiwan dollars. The loans are
repayable in installment at varying amounts before February 23, 2024. Interest rates were
1.45%-1.79% and 1.44%-1.79% on December 31, 2019 and 2018, respectively. The Company’s
ships, investment properties, and containers are pledged as collaterals for the secured loans.
The Company’s loans from related parties are borrowings repaid in New Taiwan dollars from
government-related entities. Interest rates were 1.33%-1.90% and 1.32%-1.90% on December 31,
2019 and 2018, respectively. The loans are repayable in installment at varying amounts before April
24, 2026. The Company’s ships, investment properties and containers are pledged as collaterals for
the secured loans.
3) Other borrowings
Other borrowings were secured loans from a finance company. Interest rates were 4.00% on
December 31, 2019 and 2018. The loans are repayable in installment at varying amounts before
March 25, 2022. The Company’s containers are pledged as collateral for the secured loans.
Unsecured borrowings
The Company’s unsecured bank loans will be repaid in New Taiwan dollars in one-lump sum
payment at maturity and repaid in installments every month. The loans are expected to be fully
repaid before September 27, 2022. Interest rates were 1.28%-1.89% and 1.31%-2.50% on
December 31, 2019 and 2018, respectively.
2019
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2) Loans from related parties
The Company’s loans from related parties are borrowings repaid in New Taiwan dollars from
government-related entities, and will be repaid in one-lump sum payment. The loans are expected to
be fully repaid before May 15, 2031. Interest rates were 1.30%-1.76% and 1.37%-1.76% on
December 31, 2019 and 2018, respectively.
Commercial paper
YMTC signed 3-5 years underwriting contracts for the issuance of commercial paper with a bill finance
institution. YMTC can issue the commercial papers in a revolving scheme during the period of the
financing contracts. The commercial papers expected to be fully repaid before March 2024. The
issuance period of each commercial paper cannot be over 60 or 90 days. During the issuance period,
YMTC’s short-term and long-term credit ratings (rated by Taiwan ratings or other rating organization
recognized by authority) should be maintained at a certain level specified in the contracts. As of
December 31, 2019 and 2018, YMTC had met the above requirements.
The Company’s commercial papers will be fully repaid before December 19, 2022. Interest rates
were 1.52-1.62% and 1.25%-1.58% on December 31, 2019 and 2018, respectively.
The Company’s loans from related parties are borrowings repaid in the New Taiwan dollars from
government - related entities. The loans are expected to be fully repaid before March 14, 2024.
Interest rates were 1.51%-1.57% and 1.50% on December 31, 2019 and 2018, respectively.
December 31
2019 2018
$ 12,210,456 $ 13,164,195
YMTC issued seven-year domestic privately placed secured mandatory convertible bonds with an
aggregate par value of $5,800,000 thousand at June 27, 2012; 3% annual interest is repayable annually.
Bondholders could request to convert the bonds into YMTC’s common shares between September 28,
2012 and June 17, 2019. The bonds shall only be converted into YMTC’s common shares at the
prevailing conversion price at the last day of the seven-year tenor. The initial conversion price is $12.68
as of the date of issuance. The bonds contained liability component and equity component to recognize
capital surplus-equity component of mandatory convertible bonds of $4,413,702 thousand. The
effective interest rate of the liability component was 4.79% per annum.
2019
288 ANNUAL REPORT - 49 -
VI. Overview of the Company’s Financial Status
YMTC applied for a capital reduction, on February 20, 2017, to offset deficits, and the conversion price
of this domestic, private placement of secured mandatory convertible bonds was adjusted from $12.68
to $27.14. YMTC also applied for a private capital increase by cash and a capital increase by cash
through the issuance of ordinary shares on February 21, 2017 and November 27, 2017, respectively.
The private capital increase by cash and the capital increase by cash through the issuance of ordinary
shares led to the conversion price of the domestic, private placement of secured mandatory convertible
bonds being adjusted from $27.14 to $25.42 and then from $25.42 to $22.17, respectively. In addition,
YMTC applied for a capital increased by cash on December 8, 2017. According to Rule No. 11 of the
bonds payable issued and converted, the conversion price should be adjusted. Therefore, the conversion
price will be adjusted from $22.17 to $20.84 after January 17, 2018. Due to June 27, 2019, there were
$5,800,000 thousand of maturity bonds converted into 278,311 thousand common shares, and
$4,413,702 thousand of capital surplus - share warrants had been transferred to $1,630,593 thousand of
capital surplus - issuance of ordinary shares and $2,783,109 thousand of share capital - common shares.
Movements of the convertible bonds’ liability and equity component for the years ended December 31,
2019 and 2018 were as follows:
Liability Equity
Component Component
According to performance guarantee agreements, the required financial ratios calculated on the basis of
annual financial statements of YMTC are as follows:
2) Debt ratio should not be: Over 350% before the end of 2013; over 300% from 2014 to 2016; over
230% after 2017.
As of December 31, 2018, YMTC had received waivers to the above 1) to 4).
2019
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b. Domestic privately placed unsecured bonds
YMTC issued the third privately place unsecured bonds with an aggregate par value of $3,850,000
thousand on July 8, 2014 and maturity on July 8, 2019. The principal will be repaid in a lump sum on
July 8, 2019; 2.20% annual interest is repayable semiannually. The bond had been 100% repaid as of
July 8, 2019.
YMTC issued five-year domestic secured bonds with an aggregate par value of $4,000,000 thousand on
October 12, 2015 (the October 2015 Bonds).
Bonds issued in Type A - aggregate par value: $2,000,000 thousand; repayments: 50% -
October 2015: October 12, 2019 and 50% - October 12, 2020, an annual simple interest
rate of 1.10%.
YMTC issued the five-year domestic secured bonds with an aggregate par value of $5,000,000
thousand on November 28, 2019 (the November 2019 Bonds).
Bonds issued in Type A - aggregate par value: $1,000,000 thousand; repayments: 50% -
November 2019: November 28, 2023 and 50% - November 28, 2024, an annual simple
interest rate of 0.74%.
2019
290 ANNUAL REPORT - 51 -
VI. Overview of the Company’s Financial Status
The bonds are guaranteed by banks ($3,000,000 thousand and $5,000,000 thousand, respectively are
guaranteed by government-related banks).
On various dates, YMTC issued domestic unsecured bonds; the dates and the aggregate par values were
as follows: $5,000,000 thousand on November 1, 2013 (the November 2013 Bonds).
Bonds issued in Type A - aggregate par value: $1,100,000 thousand and maturity on
November 2013: November 1, 2018. The principal will be repaid in a lump sum on
November 1, 2018; 2.20% annual interest is repayable annually.
The Type A Bonds had been repaid $1,100,000 thousand as of October 30, 2018.
On June 7, 2013, YMTC issued five-year domestic unsecured bonds (the 2013 convertible Bonds) with
an aggregate par value of $4,600,000 thousand and the issuance price was 100.2% of par value. Bond
settlement is as follows:
2) Conversion by the holders, from July 8, 2013 to 10 days before the due date, into YMTC’s common
shares at the prevailing conversion price;
4) Redemption by YMTC, under certain conditions, at par value before bond maturity.
The initial conversion price was $14.23 as of the date of issuance. The bonds contained liability
component and equity component to recognize capital surplus-equity component of convertible bonds
of $352,604 thousand. Due to June 27, 2018, there were $2,642,900 thousand of maturity bonds
converted into 185,727 thousand common shares of YMTC as of June 27, 2018.
The bondholders could request YMTC to repurchase the convertible bonds at the par value before 40
days of the issuance for 3 years. Due to June 27, 2018 the repurchase amount of maturity bonds were
$1,807,900 thousand and the loss of bonds redemption were $58,970 thousand for the year ended
December 31, 2016.
YMTC applied for a capital reduction, on February 20, 2017, to offset deficits, and the 2013 convertible
bonds were adjusted from $14.23 to $30.45. YMTC also applied for a private capital increase by cash
and a capital increase by cash through the issuance of ordinary shares on February 21, 2017 and
November 27, 2017, respectively. The private capital increase by cash and the capital increase by cash
through the issuance of ordinary shares led to the conversion price of the 2013 convertible bonds being
adjusted from $30.54 to $28.39 and then from $28.39 to $24.42, respectively. In addition, YMTC
applied for a capital increased by cash on December 8, 2017. According to Rule No. 11 of the bonds
payable issued and converted, the conversion price should be adjusted. Therefore, the conversion price
will be adjusted from $24.42 to $22.84 on January 17, 2018.
2019
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When outstanding carrying amounts were lower than 10% of original par value, the Company can
redeem outstanding bonds at par value at any time. The Company redeemed the bonds at March 21,
2018 at $149,200 thousand. The difference between the redeemed price and liability components were
recognized as redeemed loss of $466 thousand. The redeemed bond contained liability component and
equity component. The equity component was transferred from capital surplus - share warrants to
capital surplus - treasury share transactions of $11,437 thousand.
Movements of the convertible bonds’ liability and equity components for the years ended December 31,
2018 were as follows:
On May 29, 2018, YMTC issued five-year domestic secured bonds (the 2018 convertible bonds) with
an aggregate par value of $7,600,000 thousand, and the issuance price was 101% of the par value. Bond
settlement is as follows:
2) Conversion by the holders, from August 30, 2018 to May 29, 2023 before the due date, into
YMTC’s common shares at the prevailing conversion price;
4) Redemption by YMTC, under certain conditions, at par value before bond maturity.
The initial conversion price was $10.40 as of the date of issuance. The bonds contained liability
component and equity component to recognize capital surplus - share warrants of $308,765 thousand.
The bondholders could request YMTC to repurchase bonds at par value before 30 days of the issuance
for 3 years.
2019
292 ANNUAL REPORT - 53 -
VI. Overview of the Company’s Financial Status
Movements of the convertible bonds’ liability and equity components from May 29, 2018 to December
31, 2018 and January 1, 2019 to December 31, 2019 were as follows:
December 31
2019 2018
$ 12,000,647 $ 13,172,004
$ 12,000,647 $ 13,172,004
2019
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21. OTHER PAYABLES
December 31
2019 2018
$ 2,722,209 $ 2,170,787
$ 2,722,209 $ 2,170,787
22. PROVISIONS
December 31
2019 2018
Other provisions are mainly the risk of compensation responsibility in the range of ship owner’s creditor
bank unsettle principle and interest after the term expired if the Company didn’t exercise the repurchase
option. Refer to Note 15 for additional information.
December 31
2019 2018
YMTC pension plans under the Labor Pension Act (the Act) for onshore employees and shipping crews
are defined contribution schemes. Starting on July 1, 2005, the Company makes monthly contributions
to the employees’ individual pension accounts in the Bureau of Labor Insurance at 6% of employees’
salaries every month.
For domestic crews providing service in foreign ships, pension plan is based on hiring contracts, the
Company makes monthly contributions to the employees’ account together with salaries.
2019
294 ANNUAL REPORT - 55 -
VI. Overview of the Company’s Financial Status
YMTC has adopted three pension plans since it was privatized on February 15, 1996. Before YMTC’s
privatization, qualified employees received pension payments for service years before the start of the
privatization. The service years of the employees who received pre-privatization pension payments and
continued to work in YMTC after privatization will be excluded from the calculation of pension
payments after privatization. These plans are as follows:
The pension plan under the Labor Standards Law for onshore employees is a defined benefit plan.
Pension benefits are calculated on the basis of the length of service and average monthly salaries of the
six months before retirement. The Company contributed amounts equal to 3% of salaries every month.
The pension fund is administered by the pension fund monitoring committee and deposited in the
committee’s name in the Bank of Taiwan. Before the end of each year, the Company assesses the
balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay
retirement benefits for employees who conform to retirement requirements in the next year, the
Company is required to fund the difference in one appropriation that should be made before the end of
March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor
(the Bureau); the Company has no right to influence the investment policy and strategy.
Pension plan under the Maritime Labor Law for shipping crews is a defined benefit plan. Before the
adoption of the ROC Maritime Labor Law, benefits were based on the amounts stated in the crew’s
hiring contracts. Under the Law, benefits are based on service years and average basic salary of the six
months before retirement.
Pension plan for retired employees of China Merchants Steamship Navigation Company (CMSNC)
provides benefits based on service years and level of monthly basic salary at the time of retirement.
Because of spin-off, the service years of the employees transferred to Kuang Ming Shipping Corp. are
continued from the service years in YMTC. Benefits are based on the proportion of service years
between YMTC and Kuang Ming Shipping Corp. and are paid by individual pension accounts.
The Company, All Oceans Transportation Inc., Yang Ming (UK) Ltd., and Yang Ming (Liberia) Corp.’s
pension plan under the Maritime Labor Law for shipping crews are defined benefit plans. Before the
adoption of the ROC Maritime Labor Law, benefits were based on the amounts stated in the crews
hiring contracts. Under the Law, benefits are based on service years and average monthly salary of the
six months before retirement.
The amounts included in the balance sheets in respect of the Company’s defined benefit plans were as
follows:
December 31
2019 2018
2019
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Movements in net defined benefit liability were as follows:
Present Value
of the Defined Net Defined
Benefit Fair Value of Benefit
Obligation the Plan Assets Liability
An analysis by function of the amounts recognized in profit or loss in respect of the defined benefit
plans is as follows:
$ 79,867 $ 84,167
An analysis by function
Operating costs $ 39,359 $ 39,658
Selling and marketing expenses 32,668 36,478
General and administrative expenses 7,840 8,031
$ 79,867 $ 84,167
2019
296 ANNUAL REPORT - 57 -
VI. Overview of the Company’s Financial Status
Through the defined benefit plans under the Labor Standards Law, the Company is exposed to the
following risks:
1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities,
bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the
mandated management. However, in accordance with relevant regulations, the return generated by
plan assets should not be below the interest rate for a 2-year time deposit with local banks.
2) Interest risk: A decrease in the government bond interest rate will increase the present value of the
defined benefit obligation; however, this will be partially offset by an increase in the return on the
plan’s debt investments.
3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the
future salaries of plan participants. As such, an increase in the salary of the plan participants will
increase the present value of the defined benefit obligation.
The actuarial valuations of the present value of the defined benefit obligation were carried out by
qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as
follows:
December 31
2019 2018
If possible reasonable change in each of the significant actuarial assumptions will occur and all other
assumptions will remain constant, the present value of the defined benefit obligation would increase
(decrease) as follows:
December 31
2019 2018
Discount rates
0.50% increase $ (144,002) $ (153,528)
0.50% decrease $ 156,531 $ 167,319
Expected rates of salary increase
0.50% increase $ 153,091 $ 164,348
0.50% decrease $ (142,410) $ (152,435)
The sensitivity analysis presented above may not be representative of the actual change in the present
value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in
isolation of one another as some of the assumptions may be correlated.
December 31
2019 2018
The expected contributions to the plan for the next year $ 18,168 $ 28,868
The average duration of the defined benefit obligation 10.7 years 11 years
c. In an effort to encourage employee retirement, hence improve the human resource structure and
enhance vitality within organization, the Company calculates favorable retirement benefits according to
the retirement policies. The Company recognized pension cost of $10,677 thousand and $5,315
thousand for the years ended December 31, 2019 and 2018, respectively.
2019
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25. EQUITY
a. Share capital
1) Ordinary shares
December 31
2019 2018
Fully paid ordinary shares, which have a par value at $10, carry one vote per share and carry a right
to dividends.
The change in the Company’s share capital was mainly due to the domestic privately placed secured
mandatory convertible bonds converted into ordinary shares on June 27, 2019. Bonds holders
converted into the Company’s ordinary share $2,783,109 thousand (278,311 shares). On August 13,
2019, the Board of directors determined the subscription base date to be August 13, 2019 and
finished changing registion in September 2019.
On November 14, 1996, YMTC issued 10 million units of global depositary receipts (GDRs),
representing 100 million shares, at an issue price of US$11.64 dollar per unit. As of December 31,
2019 and 2018, there were 896 units outstanding, representing 8,971 shares, which was 0.0003%
and 0.0004% of the total issued shares, respectively. In addition, the Company’s board of directors
resolved to terminate issuing GDRs on August 13, 2019 and delist them on December 5, 2019.
However, as of March 26, 2020, the Company had not settled with investors, so the GDRs are still
outstanding.
The holders of the GDR retain shareholder’s rights that are the same as those of YMTC’s common
shareholders, but the exercise of shareholder’s rights should be under related laws and regulations in
ROC and the terms of the GDR contracts. One of these rights is that GDR holders should be able to
exercise the right of voting, sell the shares represented by the GDRs, receive dividends and
subscribe for the issued stock through the depository bank.
2019
298 ANNUAL REPORT - 59 -
VI. Overview of the Company’s Financial Status
b. Capital surplus
May Be Used to Offset A Deficit, Distributed as Cash
Dividends, or Transferred to Share Capital (1)
The Difference
Between
Consideration
Received or
Paid and the
Carrying May Be Used to Offset A Deficit Only
Amount of the Changes in
Subsidiaries’ Percentage of May Not Be
Net Assets Ownership Used for Any
Issuance of During Actual Expiration of Treasury Interests in Purpose
Ordinary Disposal or Employee Share Subsidiaries Share
Shares Acquisition Donations Share Options Transactions (2) Warrants Total
1) Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit,
such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a
certain percentage of the Company’s capital surplus and to once a year).
2) Such capital surplus arises from the effect of changes in ownership interests in subsidiaries resulting
from equity transactions other than actual disposals or acquisitions, or from changes in capital
surplus of subsidiaries accounted for using the equity method.
Under the dividend policy as set forth in the amended Articles, when Company makes profit in a fiscal
year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as
legal reserve 10% of the remaining profit, setting aside or reversing a special reserve in accordance with
the expansion of transportation equipment and improvement of financial structure, and then any
remaining profit together with any undistributed retained earnings, distributed at least 25%, shall be
used by the Company’s board of directors as the basis for proposing a distribution plan, which should
be resolved in the shareholders’ meeting for the distribution of dividends and of bonus of shareholders.
For the policies on distribution of employees’ compensation and remuneration of directors and
supervisors before and after amendment, refer to g. employees’ compensation and remuneration of
directors in Note 27(g).
YMTC should consider certain factors, including YMTC’s profits, the change in the environment of the
industry, potential growth of YMTC, costs, expenditures and the working capital for operation in
proposing stock dividend appropriation plan. YMTC shall declare at least 20% of the amount declared
as dividends in the form of cash as opposed to stock.
2019
- 60 - ANNUAL REPORT 299
Appropriation of earnings to legal reserve shall be made until the legal reserve equals the Company’s
paid-in capital. Legal reserve may be used to offset a deficit. If the Company has no deficit and the legal
reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or
distributed in cash.
Items referred to under Rule No. 1010012865, Rule No. 1010047490 and Rule No. 1030006415 issued
by the FSC and the directive titled “Questions and Answers for Special Reserves Appropriated
Following Adoption of IFRSs” should be appropriated to or reversed from a special reserve by the
Company.
The statements of deficit compensated for 2017 approved in the shareholders’ meetings on June 22,
2018, were as follows:
Offsetting of
Deficit
$ 1,146,351
The statements of deficit compensated for 2018 approved in the shareholders’ meetings on June 25,
2019 were as follows:
Offsetting of
Deficit
Capital surplus - the difference between consideration received or paid and the
carrying amount of the subsidiaries’ net assets during actual disposal or
acquisition $ 5,718
Capital surplus - treasury share transactions 11,437
Capital surplus - changes in percentage of ownership interest in subsidiaries 170
$ 17,325
d. Special reserves
Special reserve should be appropriated for the amount equal to the net debit balance reserves. Any
special reserve appropriated may be reversed to the extent that the net debit balance reverses and
thereafter distributed.
On the initial application of fair value model to investment properties, the Company appropriated for a
special reserve at the amount that were the same as the net increase arising from fair value measurement
and transferred to retained earnings. Additional special reserve should be appropriated for subsequent
net increase in fair value. The amount appropriated may be reversed to the extent that the cumulative
net increases in fair value decrease or on the disposal of investment properties.
2019
300 ANNUAL REPORT - 61 -
VI. Overview of the Company’s Financial Status
Cash Flow
Hedge
2019
- 62 - ANNUAL REPORT 301
26. REVENUE
$ 129,368,247 $ 119,440,265
a. Contract balances
Contract assets
Cargo revenue $ 3,525,326 $ 3,087,613 $ 2,278,504
Less: Allowance for impairment loss (8,461) (3,790) -
The Company measures the loss allowance for contract assets at an amount equal to lifetime ECLs. The
contract assets will be transferred to accounts receivable when the container shipping services have
been completed, and the contract assets have substantially the same risk characteristics as the trade
receivables for the same types of contracts. Therefore, the Company concluded that the expected loss
rates for trade receivables can be applied to the contract assets (Note 10).
The changes in the balance of contract assets and contract liabilities primarily result from the timing
difference between the Company’s performance and the respective customer’s payment.
b. Disaggregation of revenue
Revenue from contracts with customers mainly comes from the containership department.
2019
302 ANNUAL REPORT - 63 -
VI. Overview of the Company’s Financial Status
Gain on disposal and retirement of property, plant and equipment $ 470,339 $ 304,001
Reimbursement income 86,803 66,712
Reimbursement loss (Note 15 (c)) (1,077,322) -
$ (520,180) $ 370,713
b. Other income
$ 329,332 $ 591,629
$ 639,933 $ 132,469
2019
- 64 - ANNUAL REPORT 303
d. Finance costs
$ 3,153,480 $ 1,088,641
December 31
2019 2018
$ 13,532,641 $ 2,841,747
$ 13,503,568 $ 2,822,932
$ 29,073 $ 18,815
2019
304 ANNUAL REPORT - 65 -
VI. Overview of the Company’s Financial Status
Post-employment benefits
Defined contribution plans $ 64,463 $ 61,658
Defined benefit plans (Note 24) 79,867 84,167
144,330 145,825
Termination benefits 10,677 5,315
Other employee benefits 2,092,265 2,052,059
$ 2,247,272 $ 2,203,199
The Company accrued employees’ compensation and remuneration of directors at rates of 1%-5% and
no higher than 2%, respectively, of net profit before income tax, employees’ compensation, and
remuneration of directors and supervisors.
YMTC did not accrue employees’ compensation and remuneration of directors because of the losses for
the years ended December 31, 2019 and 2018.
Information on the employees’ compensation and remuneration of directors and supervisors resolved by
the Company’s board of directors in 2019 and 2018 is available at the Market Observation Post System
website of the Taiwan Stock Exchange.
Current tax
In respect of the current year $ 233,652 $ 177,124
Adjustments for prior years - -
233,652 177,124
Deferred tax
In respect of the current year (218,752) (714,358)
Adjustments for prior years (8,865) 2,888
Adjustments to deferred tax attributable to changes in tax rates
and laws - (522,626)
(227,617) (1,234,096)
2019
- 66 - ANNUAL REPORT 305
A reconciliation of accounting profit and income tax expense (benefit) is as follows:
The Income Tax Act in the ROC was amended in 2018, and the corporate income tax rate was adjusted
from 17% to 20%. In addition, the rate of the corporate surtax applicable to the 2018 unappropriated
earnings was reduced from 10% to 5%.
Deferred tax
$ (14,601) $ (61,171)
December 31
2019 2018
2019
306 ANNUAL REPORT - 67 -
VI. Overview of the Company’s Financial Status
The movements of deferred tax assets and deferred tax liabilities are as follows:
Recognized in
Other
Opening Recognized in Comprehensive
Deferred Tax Assets Balance Profit or Loss Income (Loss) Closing Balance
Recognized in
Other
Opening Recognized in Comprehensive
Deferred Tax Liabilities Balance Profit or Loss Income (Loss) Closing Balance
Temporary differences
Investment gain on investments accounted
for using equity method $ 825,358 $ (65,595) $ - $ 759,763
Reserve for land value increment tax 656,958 5,436 - 662,394
Investment properties 18,038 695 - 18,733
Property, plant and equipment 27,424 1,069 - 28,493
Exchange differences on translating the
financial statements of foreign
operations 3,712 - (3,712) -
Gain on foreign currency exchange 64,921 67,194 - 132,115
Recognized in
Other
Opening Recognized in Comprehensive
Deferred Tax Assets Balance Profit or Loss Income (Loss) Closing Balance
2019
- 68 - ANNUAL REPORT 307
Recognized in
Other
Opening Recognized in Comprehensive
Deferred Tax Liabilities Balance Profit or Loss Income (Loss) Closing Balance
Temporary differences
Investment gain on investments accounted
for using equity method $ 818,612 $ 6,746 $ - $ 825,358
Reserve for land value increment tax 665,337 (8,379) - 656,958
Investment properties 15,006 3,032 - 18,038
Property, plant and equipment 65,066 (37,642) - 27,424
Exchange differences on translating the
financial statements of foreign
operations 5,945 - (2,233) 3,712
Gain on foreign currency exchange 60,848 4,073 - 64,921
e. Unused loss carryforwards for which no deferred tax assets have been recognized in the balance sheets
December 31
2019 2018
Loss carryforwards
Expire in 2019 $ - $ 771,391
Expire in 2021 9,187,088 9,187,088
Expire in 2022 2,470,428 2,470,428
Expire in 2023 7,692,031 7,692,031
Expire in 2025 4,393,098 4,335,107
Expire in 2026 2,560,060 -
$ 26,302,705 $ 24,456,045
$ 9,187,088 2021
2,470,428 2022
7,692,031 2023
4,393,098 2025
12,831,315 2026
4,610,703 2027
5,987,603 2028
2,264,338 2029
$ 49,436,604
The income tax returns through 2017, have been assessed by the tax authorities.
2019
308 ANNUAL REPORT - 69 -
VI. Overview of the Company’s Financial Status
The loss and weighted average number of ordinary shares outstanding in the computation of loss per share
were as follows:
Loss used in the computation of basic loss per share $ (4,309,957) $ (6,590,955)
Effect of potentially dilutive ordinary shares:
Interest on convertible bonds (after tax) - -
Loss used in the computation of diluted loss per share $ (4,309,957) $ (6,590,955)
The Company did not consider the potential shares of convertible bonds in the calculation of diluted EPS
for the years ended December 31, 2019 and 2018 due to their anti-dilutive effect.
a. In March 2019, the Company subscribed for additional new shares of Kuang Ming Shipping Corp. at a
percentage different from its existing ownership percentage, increasing its continuing interest from
98.52% to 98.88%.
Total
The proportionate share of the carrying amount of the net assets of the subsidiary
transferred to non-controlling interests $ (4,788)
2019
- 70 - ANNUAL REPORT 309
b. In May 2018, the Company subscribed for additional new shares of Yang-Carrier Company Ltd. at 9 %
from its existing ownership percentage, increasing its continuing interest from 91% to 100%.
Total
The above transactions were accounted for as equity transactions, since the Company did not cease to
have control over these subsidiaries.
In 2019, according to the agreement with All Oceans Transportation Inc., the Company offset the long-term
receivables of $24,449,270 thousand and lease liabilities between them.
2019
310 ANNUAL REPORT - 71 -
VI. Overview of the Company’s Financial Status
a. The Company manages its capital to ensure that entities in the Company will be able to continue as
going concerns to maintain the capital structure through the optimization of the debt and equity balance.
The capital structure of the Company consists of net debt (borrowings offset by cash and cash
equivalents) and equity of the Company (comprising issued capital, capital surplus, retained earnings
and other equity).
December 31
2019 2018
1) Debt is defined as long-term and short-term borrowing (excluding derivative instruments and
financial guarantee contracts).
2) Equity includes all capital, capital surplus, retained earnings and other equity, of the Company that
are managed as capital.
b. Since the global container shipping industry remained in an oversupply situation in 2019 due to weak
market demand, the Company incurred net loss in 2019. In addition, financial structure was impacted
due to adoption of IFRS 16 “Leasing” since 2019. As of December 31, 2019, the current ratio was
49.27% and the liability ratio was 90.39%. To operate in more competitive industrial environment, the
Company adopted the following strategies:
1) Enhance alliance cooperation: New member, HMM, joins THE alliance and signed a ten-year
contract. Cooperate with non-alliance carriers to develop the niche market. Reduce the scale of
under-performing services, and reinforce stable performance market. Upgrade Intra-Asia services
and accelerate Southeast Asia network layout;
2) Operational process improvement: Employ customer-oriented service strategy to improve value and
productivity;
3) Information system integration and upgrade: Promote IT applications considering the trend of
digitalization;
4) Centralized management of the Company: Establish own agencies and plan to increase its equity in
joint ventures to improve management control. Evaluate and adjust the structure of holding
companies in order to streamline organization structure;
5) Investment strategies and application: Focus on the maritime industry for vertical integration, and
comprehensively review and track the performance of the reinvestment business. Increase the equity
in operated agencies to enhance management control and competitiveness, with a view to achieving
profitability and disperse the risks of the maritime industry;
2019
- 72 - ANNUAL REPORT 311
6) Operating cost control: Explicitly set targets for all agencies and evaluate the Company’s
performance on a monthly basis;
7) Activate usage of assets: Dispose of securities and investment properties and activate assets with the
most optimal methods;
8) Increase operating capital: Plan projects of increase equity funds and enrich operating capital to
improve financial structure.
a. Fair value of financial instruments that are not measured at fair value
Financial assets
Financial liabilities
Financial liabilities
The fair values of the financial assets and financial liabilities included in the Levels 2 and 3 categories
above have been determined in accordance with income approaches based on a discounted cash flow
analysis. In the Level 3 category, the most significant unobservable inputs reflect the fluctuation in the
stock price.
2019
312 ANNUAL REPORT - 73 -
VI. Overview of the Company’s Financial Status
b. Fair value of financial instruments that are measured at fair value on a recurring basis
$ - $ - $ 37,460 $ 37,460
There were no transfers between Levels 1 and 2 in the current and prior periods.
2019
- 74 - ANNUAL REPORT 313
2) Reconciliation of Level 3 fair value measurements of financial instruments
Equity
Instruments
Unrealized gain for the current year included in other comprehensive income
relating to assets held at the end of the year $ 160,636
Derivatives
Foreign Oil Swap and Repurchase
Currency Oil Swap on Bonds
Option Options Payable Total
Equity
Instruments
Unrealized loss for the current year included in other comprehensive income
relating to assets held at the end of the year $ (82,952)
2019
314 ANNUAL REPORT - 75 -
VI. Overview of the Company’s Financial Status
Derivatives
Oil Swap and
Oil Swap Repurchase on
Options Bonds Payable Total
Financial liabilities at FVTPL
3) Valuation techniques and inputs applied for the purpose of measuring Level 3 fair value
measurement
a) The fair values of oil swap and oil swap options are determined using Black-Scholes models
where the significant unobservable inputs are implied volatility. An increase in the implied
volatility used in isolation would result in a decrease in the fair value.
b) The fair values of put option of bonds are determined using convertible bonds of Binary tree
pricing models where the significant unobservable inputs are volatility. An increase in the
volatility used in isolation would result in a decrease in the fair value.
c) The fair values of domestic unlisted ordinary shares are determined using the comparable
company analysis approach and the asset-based approach. The comparable company analysis
approach is a way to determine the value of a target company by reference to companies
engaged in the similar industry, stock price in the active market and value multiplier implied by
such prices, based on liquidity reduction. The asset-based approach is way to determine the
value of a target company by assessing the total value of individual assets and liabilities, based
on liquidity reduction.
December 31
2019 2018
Financial assets
FVTPL
Mandatorily classified as at FVTPL $ 4,955 $ 70
Financial assets at amortized cost (1) 19,217,452 41,157,264
Financial assets at FVTOCI
Equity instruments 1,767,493 1,695,305
Financial liabilities
FVTPL
Mandatorily classified as at FVTPL 67,549 37,460
Financial liabilities for hedging 48,890,410 -
Amortized cost (2) 93,172,553 91,634,630
2019
- 76 - ANNUAL REPORT 315
1) The balances include financial assets at amortized cost, which comprise cash and cash equivalents,
restricted bank balance, trade receivables (including related parties) and other receivables (including
related parties).
2) The balances included financial liabilities measured at amortized cost, which comprise short-term
and long-term loans, short-term bills payable, trade payables (including related parties), other
payables, bonds payable and other financial liabilities.
The Company’s major financial instruments include equity and debt investments, trade receivable,
financial assets at amortized cost, trade payables, other payables, bonds payable, borrowings, lease
liabilities and other financial liabilities. The Company’s Corporate Treasury function provides all kinds
of financial service to each division by using different financial instruments. Also, the treasury function
controls and analyzes the financial risks related to operations; these risks include market risk (including
foreign currency risk, interest rate risk and other price risk), credit risk and liquidity risk.
The Company sought to minimize the effects of these risks by managing stocks and flow and using
derivative financial instruments to hedge risk exposures. The use of financial derivatives was governed
by the Company’s policies “Regulations Governing the Acquisition and Disposal of Assets” approved
by the board of directors. Compliance with policies was reviewed by the internal auditors on a
continuous basis.
1) Market risk
The Company’s activities exposed it primarily to the financial risks of changes in foreign currency
exchange rates (see (a) below) and interest rates (see (b) below). The Company uses assets,
liabilities and a variety of derivative financial instruments to manage its exposure to foreign
currency risk and interest rate risk.
There had been no change to the Company’s exposure to market risks or the manner in which these
risks were managed and measured.
The Company’s operations involve foreign currency transactions so the Company is exposed to
foreign currency risk. The Company’s transaction involve contain various currencies due to its
industrial feature, operating revenue and operating costs are mainly denominated in U.S.
dollars. Exchange rate exposures were managed within approved policy parameters utilizing net
cash flows offset of the influence on net assets and liabilities, instruments of swap and options.
The carrying amounts of the Company’s foreign currency denominated monetary assets and
monetary liabilities are set out in Note 37.
Sensitivity analysis
Monetary assets and liabilities were mainly exposed to the U.S. dollars, GBP, RMB, EUR, and
HKD.
2019
316 ANNUAL REPORT - 77 -
VI. Overview of the Company’s Financial Status
The following table details the Company’s sensitivity to a 1% increase and decrease in New
Taiwan dollars (the functional currency) against the U.S. dollars, GBP, RMB, EUR, and HKD.
1% is the sensitivity rate used when reporting foreign currency risk internally to key
management personnel and represents management’s assessment of the reasonably possible
change in foreign exchange rates. The sensitivity analysis included only outstanding foreign
currency denominated monetary items, and adjusts their translation at the end of the reporting
period for a 1% change in foreign currency rates. A positive number below indicates an increase
in profit and other equity associated with New Taiwan dollars strengthen 1% against U.S.
dollars, GBP, RMB, EUR and HKD. For a 1% weakening of New Taiwan dollars against the
U.S. dollars, GBP, RMB, EUR and HKD, there would be an equal and opposite impact on profit
or loss.
i. This was mainly attributable to the exposure of outstanding foreign currency deposits,
receivables, payables, and bank loans at the end of the reporting period.
ii. This was mainly attributable to the exposure of changing in foreign exchange rates of lease
contracts designated as cash flow hedge.
The Company’s sensitivity to foreign currency exchange rate during the current period was
mainly due to the increase in U.S. dollars’ monetary liabilities; increase in RMB dollars’
monetary assets; decrease in EUR dollars’ monetary asset; decrease in HKD dollars’
monetary liabilities; decrease in GBP dollars’ monetary assets.
Hedge accounting
The Company’s hedging strategy is to enter into USD-denominated lease liabilities to avoid
exchange rate exposure of 100% of highly probable forecast USD-denominated operating
revenue. Those transactions are designated as cash flow hedges.
The Company expects that the value of the U.S. dollars lease liabilities and the value of the
corresponding hedged items will systematically change in opposite directions.
Refer to Note 15(b) for information relating to foreign exchange rates hedging instruments.
The Company was exposed to interest rate risk because entities in the Company borrowed funds
at both fixed and floating interest rates. The risk is managed by the Company by maintaining an
appropriate mix of fixed and floating rate borrowings.
2019
- 78 - ANNUAL REPORT 317
The carrying amount of the Company’s financial assets and financial liabilities with exposure to
interest rates at the end of the reporting period were as follows.
December 31
2019 2018
Sensitivity analysis
The sensitivity analyses below were determined based on the Company’s exposure to interest
rates for both derivatives and non-derivative instruments at the end of the reporting period. For
floating rate liabilities, the analysis was prepared assuming the amount of the liability
outstanding at the end of the reporting period was outstanding for the whole year. A 10 basis
point increase or decrease was used when reporting interest rate risk internally to key
management personnel and represents management’s assessment of the reasonably possible
change in interest rates.
If interest rates had been 10 basis points higher/lower and all other variables were held constant,
the Company’s pre-tax profit for the year ended December 31, 2019 would decrease/increase by
$34,352 thousand, which was mainly attributable to the Company’s exposure to interest rates on
its variable-rate bank borrowings, other financial liabilities and variable-rate financial assets.
If interest rates had been 10 basis points higher/lower and all other variables were held constant,
the Company’s pre-tax profit for the year ended December 31, 2018 would decrease/increase by
$34,712 thousand, which was mainly attributable to the Company’s exposure to interest rates on
its variable-rate bank borrowings, other financial liabilities and variable-rate financial assets.
The Company’s sensitivity to interest rate has not changed significantly from the prior year.
The Company was exposed to equity price risk through its investments in listed equity securities
and was exposed to oil price risk through its holding oil swap and oil swap option contracts. The
Company periodically evaluates price risk and investment performance according to procedures
of acquisition and disposal of assets and expects no significant price risk occurred.
Sensitivity analysis
The sensitivity analyses below were determined based on the exposure to equity price risks at
the end of the reporting period.
If equity prices had been 5% higher/lower, the other comprehensive income (loss) for the years
ended December 31, 2019 would increase/decrease by $88,375 thousand, as a result of the
changes in fair value of financial assets at FVTOCI.
If equity prices had been 5% higher/lower, the other comprehensive income (loss) for the years
ended December 31, 2018 would increase/decrease by $84,765 thousand, as a result of the
changes in fair value of available-for-sale shares.
2019
318 ANNUAL REPORT - 79 -
VI. Overview of the Company’s Financial Status
If mutual funds had been 5% higher/lower, pre-tax profit (loss) for the years ended December
31, 2019 would have increased/decreased by $248 thousand, as a result of the changes in fair
value of financial assets at FVTPL.
If mutual funds had been 5% higher/lower, pre-tax profit (loss) for the years ended December
31, 2018 would have increased/decreased by $4 thousand, as a result of the changes in fair value
of financial assets at FVTPL.
The sensitivity analyses below were determined based on the exposure to oil price risks at the
end of the reporting period.
If oil prices had been increase/decrease by US$1 dollar, fair value increase/decrease by $184
thousand (US$6 thousand) for holding oil swap and oil swap option contracts (oil swap and oil
swap option for hedging purpose but not determined to be an effective hedge) for the years
ended December 31, 2018.
The Company’s sensitivity to other price increased during the current year mainly due to the
increase in financial assets at FVTOCI.
2) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting
in financial loss to the Company. As at the end of the reporting period, the Company’s maximum
exposure to credit risk which will cause a financial loss to the Company due to failure of
counterparties to discharge an obligation and financial guarantees provided by the Company could
arise from:
a) The carrying amount of the respective recognized financial assets as stated in the balance sheets;
and
b) The amount of contingent liabilities in relation to financial guarantee issued by the Company.
There is no significant concentration of credit risk for the Company. Credit risk is from cash and
cash equivalents deposit in banks, derivative financial instruments transactions with banks and
financial institutions and trade receivables from customers.
The Company adopted a policy of only dealing with creditworthy counterparties and obtaining
sufficient letter of bank guarantee and security deposit, where appropriate, as a means of mitigating
the risk of financial loss from defaults. To reduce credit risk, the Company has established an
internal monitoring procedures to monitor credit risk exposure and credit condition of
counterparties.
The credit risk on liquid funds and derivatives was limited because the counterparties are banks
with high credit ratings assigned by credit-rating agencies.
3) Liquidity risk
The Company manages liquidity risk by monitoring and maintaining a level of cash and cash
equivalents deemed adequate to finance the Company’s operations and mitigate the effects of
fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and
ensures compliance with loan covenants.
The Company relies on bank borrowings as a significant source of liquidity. As of December 31,
2019 and 2018, the Company had available unutilized bank loans facilities $15,022,795 thousand
and $4,012,268 thousand, respectively.
2019
- 80 - ANNUAL REPORT 319
a) Liquidity and interest risk rate tables
The following table details the Company’s remaining contractual maturity for its non-derivative
financial liabilities with agreed repayment periods. The tables had been drawn up based on the
undiscounted cash flows of financial liabilities from the earliest date on which the Company can
be required to pay. The tables included both interest and principal cash flows. Specifically, bank
loans with a repayment on demand clause were included in the earliest time band regardless of
the probability of the banks choosing to exercise their rights. The maturity dates for other
non-derivative financial liabilities were based on the agreed repayment dates.
Less than
1 Year 1-5 Years 5+ Years
Less than
1 Year 1-5 Years 5+ Years
The amounts included above for financial guarantee contracts were within the limitation the
Company can offer to related parties; i.e. the maximum amounts the Company could be
required to settle under the arrangement for the full guaranteed amount if that amount is claimed
by the counterparty to the guarantee. Based on expectations at the end of the reporting period,
the management considers that it is more likely than not that no amount will be payable under
the arrangement.
b) Derivative instruments
Derivative instruments the Company held are all settled within one year as of December 31,
2018.
2019
320 ANNUAL REPORT - 81 -
VI. Overview of the Company’s Financial Status
The Ministry of Transportation and Communications R.O.C. (MOTC) and National Development Fund
held 35.66% and 39.93% of the ordinary shares of YMCT as of December 31, 2019 and 2018, respectively.
Over 50% of the members of YMTC’s board of directors were appointed by the MOTC before the
shareholders' meeting, and over 50% of the members of YMTC’s board of directors were appointed by the
MOTC and National Development Fund after the shareholders' meeting held on June 22, 2018. Therefore,
the Company is a government-related entity, which is controlled by the central government. Transactions
with other government-related entities were mainly bank deposits, borrowings and guarantees with
government-related banks (see Notes 18 and 19), concession rights of the Port of Kaohsiung, Taiwan
International Ports Corporation Kaohsiung harbor intercontinental container and logistics center (see Note
17), operating commission contracts signed with Taiwan Power Company (TPC) Corporation (see Note
36), and shipbuilding contracts signed with China Ship Building Corporation (CSBC) (see Note 36).
Besides information disclosed elsewhere in the other notes and Tables A and B, details of transaction
between the Company and other related parties are disclosed as follows.
2019
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Related Party Name Relationship with the Company
2019
322 ANNUAL REPORT - 83 -
VI. Overview of the Company’s Financial Status
b. Operating transaction
$ 2,714,711 $ 1,920,271
$ 12,169,035 $ 13,243,368
$ 100,021 $ 106,584
The Company’s transactions with related parties were conducted under contract terms.
c. Bank deposits
December 31
Related Party Category/Name 2019 2018
$ 5,478,056 $ 5,812,678
d. Contract assets
Subsidiaries
Young-Carrier Company Limited $ 922,513 $ 747,124
Others 987,979 619,211
1,910,492 1,366,335
Associates 83,294 102,841
$ 1,993,786 $ 1,469,176
2019
- 84 - ANNUAL REPORT 323
e. Receivables and payables from related parties
December 31
Line Item Related Party Name 2019 2018
$ 1,973,519 $ 2,171,269
$ 30,363 $ 90,981
$ 2,876,319 $ 3,153,913
$ 645,146 $ 257,844
For the years ended December 31, 2019 and 2018, no impairment losses were recognized for trade
receivables, contract assets, and other receivables from related parties.
December 31
Related Party Name 2019 2018
Subsidiaries
Kuang Ming Shipping Corp. $ - $ 500,000
2019
324 ANNUAL REPORT - 85 -
VI. Overview of the Company’s Financial Status
g. Prepayments
December 31
Line Item Related Party Category/Name 2019 2018
Prepayments to Associates
shipping agents Yang Ming Shipping (Egypt) S.A.E $ 51,029 $ -
Subsidiaries
Yang Ming Line (India) Pvt. Ltd. 44,373 61,983
Others - 25
44,373 62,008
$ 95,402 $ 62,008
Prepayments Subsidiaries
All Oceans Transportation, Inc. $ - $ 58,105
Others 20,804 7,095
20,804 65,200
Government - related parties - 31,572
$ 20,804 $ 96,772
Subsidiaries $ 8,451 $ -
Government - related parties 495,058 -
$ 503,509 $ -
December 31
Line Item Related Party Category/Name 2019 2018
$ 7,133,794 $ -
$ 142,866 $ -
2019
- 86 - ANNUAL REPORT 325
The Company’s lease agreements with related parties were conducted under contract terms.
The Company leased out certain duck port equipment included in property, plant, and equipment to its
subsidiary Hong Ming Terminal & Stevedoring Corp. under finance leases with a lease term of 6.5
years, and the net investment in leases was $165,289 thousand at the inception of the lease. As of
December 31, 2019, the balance of finance lease receivables was $153,219 thousand, and no
impairment loss was recognized for the years ended December 31, 2019.
The Company subleased container yard at Keelung included in right-of-use assets to its subsidiary YES
Logistics Corp. under finance leases with a lease term of 10 years, and the net investment in leases was
$44,555 thousand at the inception of the lease. As of December 31, 2019, the balance of finance lease
receivables was $41,939 thousand.
The Company subleased the First and Second Logistics Centers of the Kaohsiung Third Container
Center to its subsidiary YES Logistics Corp. under finance leases with lease terms of 13.5 years and 18
years, and the net investment in leases was $207,491 thousand and $396,001 thousand at the inception
of the lease. As of December 31, 2019, the balance of finance lease receivables was $192,500 thousand
and $377,981 thousand.
No impairment loss was recognized for the year ended December 31, 2019.
j. Bonds payable
December 31
Related Party Category/Name 2019 2018
$ 5,480,000 $ 8,380,000
December 31
Line Item Related Party Category/Name 2019 2018
$ 500,000 $ 1,000,000
2019
326 ANNUAL REPORT - 87 -
VI. Overview of the Company’s Financial Status
December 31
Line Item Related Party Category/Name 2019 2018
Long-term borrowings
Secured borrowings Government - related parties $ 9,822,219 $ 11,714,263
l. Others
$ 16,035 $ 16,474
$ 97,510 $ 408,395
$ 435,923 $ 489,198
The Company’s transactions with related parties were conducted under contract terms.
2019
- 88 - ANNUAL REPORT 327
m. Compensation of key management personnel
$ 41,962 $ 52,248
The remuneration of directors and key executives was determined by the remuneration committee
having regard to the performance of individuals and market trends.
The following assets were provided as collaterals for syndicated bank loans, long-term bank loans, bonds
and credit lines:
December 31
2019 2018
$ 29,917,919 $ 31,784,964
In addition to those mentioned in Table B, Notes 15, 19 and 22, commitments and contingent liability on
reporting periods were as follows:
a. The Company signed ship lease contracts with other companies in 2013, 2015 and 2018, contracts that
are effective beginning either in 2015, 2018 or 2020 with lease periods ranging from 10 to 12 years. As
of December 31, 2019 and 2018, rentals for contracts that were yet in effect were respectively estimated
from US$1,550,000 thousand to US$1,867,000 thousand and from US$1,706,000 thousand to
US$2,053,000 thousand.
b. The Company’s shipping and port business were secured by the letter of guarantee issued by a
government - related bank for $499,480 thousand and $490,425 thousand as of December 31, 2019 and
2018, respectively.
c. The Company signed shipbuilding contract with government - related parties. As of December 31, 2019
and 2018, prepayments for equipment for these contracts amounted to $113,262 thousand and
$1,132,622 thousand, and unpaid amounts for these contracts were $4,374,934 thousand and
US$141,988 thousand and $5,113,560 thousand and US$165,960 thousand, respectively.
2019
328 ANNUAL REPORT - 89 -
VI. Overview of the Company’s Financial Status
The Company’s significant financial assets and liabilities denominated in foreign currencies aggregated by
the foreign currencies other than functional currencies of the Company and the related exchange rates
between foreign currencies and respective functional currencies were as follows:
Foreign
Currencies Carrying
(In Thousands) Exchange Rate Amount
Financial assets
Monetary items
USD $ 185,553 29.9800 (USD:NTD) $ 5,562,868
GBP 5,022 39.3757 (GBP:NTD) 197,762
EUR 18,509 33.5986 (EUR:NTD) 621,891
RMB 92,489 4.3037 (RMB:NTD) 398,045
JPY 3,877,174 0.2759 (JPY:NTD) 1,069,737
HKD 74,528 3.8502 (HKD:NTD) 286,947
CAD 358 22.9749 (CAD:NTD) 8,229
Non-monetary items
Investments accounted for using
equity method
USD 250,869 29.9800 (USD:NTD) 7,521,043
Financial liabilities
Monetary items
USD 2,007,693 29.9800 (USD:NTD) 60,190,649
GBP 4,688 39.3757 (GBP:NTD) 184,588
EUR 26,890 33.5986 (EUR:NTD) 903,469
RMB 232,262 4.3037 (RMB:NTD) 999,584
JPY 1,340,229 0.2759 (JPY:NTD) 369,778
CAD 5,758 22.9749 (CAD:NTD) 132,286
Foreign
Currencies Carrying
(In Thousands) Exchange Rate Amount
Financial assets
Monetary items
USD $ 160,107 30.7200 (USD:NTD) $ 4,918,493
GBP 11,021 38.8654 (GBP:NTD) 428,328
EUR 23,612 35.1882 (EUR:NTD) 830,874
RMB 47,267 4.4751 (RMB:NTD) 211,525
JPY 2,498,377 0.2781 (JPY:NTD) 694,760
HKD 82,379 3.9228 (HKD:NTD) 323,155
CAD 662 22.5725 (CAD:NTD) 14,935
(Continued)
2019
- 90 - ANNUAL REPORT 329
Foreign
Currencies Carrying
(In Thousands) Exchange Rate Amount
Non-monetary items
Investments accounted for using
equity method
USD $ 244,543 30.7200 (USD:NTD) $ 7,512,369
Financial assets at FVTPL
GBP 2 38.8654 (GBP:NTD) 70
Financial liabilities
Monetary items
USD 338,797 30.7200 (USD:NTD) 10,407,832
GBP 2,986 38.8654 (GBP:NTD) 116,033
EUR 25,604 35.188 (EUR:NTD) 900,942
RMB 206,906 4.4751 (RMB:NTD) 925,933
JPY 1,861,805 0.2781 (JPY:NTD) 517,739
HKD 24,069 3.9228 (HKD:NTD) 94,418
CAD 10,552 22.5725 (CAD:NTD) 238,192
(Concluded)
For the years ended December 31, 2019 and 2018, realized and unrealized net foreign exchange gains were
$638,836 thousand and $242,285 thousand, respectively. It is impractical to disclose net foreign exchange
gains by each significant foreign currency due to the variety of the foreign currency transactions and
functional currencies of the Company.
4) Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20%
of the paid-in capital: None;
5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in
capital: None;
6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital:
None;
7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the
paid-in capital: None;
8) Receivable from related parties amounting to at least NT$100 million or 20% of the paid-in capital:
see Table D attached;
2019
330 ANNUAL REPORT - 91 -
VI. Overview of the Company’s Financial Status
1) Information on any investee company in mainland China, showing the name, principal business
activities, paid-in capital, method of investment, inward and outward remittance of funds,
ownership percentage, net income of investees, investment income or loss, carrying amount of the
investment at the end of the period, repatriations of investment income, and limit on the amount of
investment in the mainland China area: See Table F attached;
2) Any of the following significant transactions with investee companies in mainland China, either
directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or
losses: None;
a) The amount and percentage of purchases and the balance and percentage of the related payables
at the end of the period.
b) The amount and percentage of sales and the balance and percentage of the related receivables at
the end of the period.
c) The amount of property transactions and the amount of the resultant gains or losses.
e) The highest balance, the end of period balance, the interest rate range, and total current period
interest with respect to financing of funds.
f) Other transactions that have a material effect on the profit or loss for the period or on the
financial position, such as the rendering or receiving of services.
2019
- 92 - ANNUAL REPORT 331
TABLE A
332
FINANCING PROVIDED TO OTHERS
FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
2019
Financial Actual Nature of Business Collateral Financing Limit
Relate Highest Balance Interest Reasons for Short-term Allowance for Aggregate
No. Lender Borrower Statement Ending Balance Borrowing Financing Transaction for Each Note
Parties for the Period Rate Financing Impairment Loss Item Value Financing Limits
Account Amounts (Note A) Amounts Borrower
ANNUAL REPORT
0 Yang Ming Marine Yang Ming (Liberia) Corp. Other receivables Y $ 1,000,000 $ - $ - - 1 $ - - $ - - $ - $ 6,585,413 $ 8,231,767 B, C and D
Transport Corporation (Note E)
All Oceans Transportation, Other receivables Y 6,000,000 2,065,210 1,535,210 1.5721% 1 403,241 - - - - 6,585,413 8,231,767
Inc.
Notes:
A. Nature of financing:
1. Yang Ming Marine Transport Corporation (the Corporation) has transactions with the borrower.
2. The borrower needs short-term financing.
B. The maximum financing amount is 60% of the net assets of the Corporation. For borrowers with transactions with the Corporation, maximum financing is 50% of the net assets of the Corporation. For borrowers with short-term financing need, the maximum is 10% of the net assets of the Corporation.
C. For borrower with transactions with the Corporation, maximum financing is the lower of 15% of the net assets of the Corporation or the total amount of transactions between the Corporation and the borrower in the last two years. For the Company’s subsidiary borrower, maximum financing is lower of 40% of the net assets of the
Corporation or the total amount of transactions between the Corporation and the borrower in the last five years. For the borrower needing short-term financing, maximum financing is 5% of the net assets of the Corporation.
D. United States dollars, translated into New Taiwan dollars at the exchange rate of US$1=NT$29.98 as of December 31, 2019.
E. The Company’s board of directors resolved in November 2018 to liquidate Yang Ming (Liberia) Corp. (Yang Ming Liberia) in February 2019.
- 93 -
TABLE B
Endorser/Guarantee Ratio of
Limits on Accumulated
Maximum Amount Outstanding Endorsement/ Endorsement/ Endorsement/
Endorsement/ Endorsement/ Aggregate
Endorsed/ Endorsement/ Actual Borrowing Amount Endorsed/ Guarantee Given Guarantee Given Guarantee Given
Guarantee Given Guarantee to Net Endorsement/
No. Endorser/Guarantor Guaranteed During Guarantee at the Amount Guaranteed by by Parent on by Subsidiaries on Behalf of
Name Relationship on Behalf of Each Equity in Latest Guarantee Limit
the Period End of the Period (Notes E) Collaterals Behalf of on Behalf of Companies in
Party Financial (Notes A and C)
(Notes E) (Notes E) Subsidiaries Parent Mainland China
(Notes B and D) Statements
(%)
0 Yang Ming Marine Transport All Oceans Transportation, Inc. Subsidiary $ 26,341,654 $ 12,771,417 $ 3,429,469 $ 3,429,469 $ - 20.83 $ 49,390,602 Y N N
Corporation (Note B) (US$ 425,998 (US$ 114,392 (US$ 144,392 (Note A)
thousand) thousand) thousand)
Kuang Ming Shipping Corp. Subsidiary 26,341,654 5,751,235 5,751,235 4,966,531 - 34.93 49,390,602 Y N N
(Note B) (US$ 78,260 (US$ 78,260 (US$ 72,854 (Note A)
thousand thousand thousand
and and and
NT$ 3,405,000 NT$ 3,405,000 NT$ 2,782,380
thousand) thousand) thousand)
Kuang Ming (Liberia) Corp. Subsidiary 26,341,654 4,551,104 3,808,779 2,185,139 - 23.13 49,390,602 Y N N
(Note B) (US$ 151,805 (US$ 127,044 (US$ 72,887 (Note A)
Thousand) Thousand) thousand
Yang Ming (America) Corp. Subsidiary 26,341,654 239,840 239,840 6,481 - 1.46 49,390,602 Y N N
(Note B) (US$ 8,000 (US$ 8,000 (US$ 216 (Note A)
thousand) thousand) thousand)
A. Represents 300% of the latest net assets audited or reviewed by CPA of Yang Ming Marine Transport Corporation (the “Corporation”).
C. Represents 400% of the latest net assets audited or reviewed by CPA of the Corporation.
E. United States dollars translated into New Taiwan dollars at the exchange rate of US$1=NT$29.98 as of December 31, 2019.
2019
ANNUAL REPORT
VI. Overview of the Company’s Financial Status
- 94 -
333
TABLE C
334
YANG MING MARINE TRANSPORT CORPORATION
MARKETABLE SECURITIES HELD
DECEMBER 31, 2019
2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
ANNUAL REPORT
December 31, 2019
Relationship with the
Holding Company Name Type and Name of Marketable Securities Financial Statement Account Carrying Percentage of Note
Holding Company Shares Fair Value
Amount Ownership
Mutual funds
Hua Nan Sele Inc Multi-Asset Fd MD TWD - Financial assets at FVTPL - current 500,000 4,955 - 4,955
- 95 -
TABLE D
Yang Ming Marine Transport Corporation All Oceans Transportation, Inc. Subsidiary $ 1,535,797 - $ - - $ - $ -
(Note A)
Yang Ming Line (India) Pvt. Ltd. Subsidiary 153,793 - - - 23,641 -
Young-Carrier Company Limited Subsidiary 939,083 - - - 939,083 -
Yang Ming (Vietnam) Company Limited Subsidiary 117,048 - - - 117,048 -
YES Logistics Corp. Subsidiary 613,112 - - - - -
(Note B)
Hong Ming Terminal & Stevedoring Corp. Subsidiary 164,813 - - - - -
(Note B)
Notes:
C. Collections between related parties made according to “Agency Accounting Procedure” by the Corporation and local business conventions.
2019
ANNUAL REPORT
VI. Overview of the Company’s Financial Status
- 96 -
335
TABLE E
336
INFORMATION ON INVESTEES
FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
2019
Original Investment Amount
As of December 31, 2019 Net Income
(Note A) Share of Profits
Investor Company Investee Company Location Main Businesses and Products (Loss) of the Note
December 31, December 31, Percentage of Carrying (Loss)
Shares Investee
2019 2018 Ownership Amount
ANNUAL REPORT
Yang Ming Marine Transport Corporation Kao Ming Container Terminal Corp. Taiwan Terminal operation and stevedoring $ 3,181,313 $ 3,181,313 323,000,000 47.50 $ 5,867,216 $ (75,291) $ (35,763) Investments in associates
(Note B) (Note B)
Yang Ming Line (B.V.I.) Holding Co., Ltd. British Virgin Islands Investment, shipping agency, forwarding agency and 3,272,005 3,272,005 10,351 100.00 2,973,296 (78,533) (78,533) Subsidiary
shipping managers
Kuang Ming Shipping Corp. Taiwan Shipping service, shipping agency and forwarding agency 8,927,857 7,928,163 395,527,339 98.88 2,030,841 (592,758) (586,335) Subsidiary
(Note C) (Note C)
Yang Ming Line (Singapore) Pte. Ltd. Singapore Investment, shipping service; chartering, sale and purchase 1,113,356 1,113,356 60,130,000 100.00 2,287,357 392,802 392,802 Subsidiary
of ships; and forwarding agency
Yang Ming Line Holding Co. U.S.A. Investment, shipping agency, forwarding agency and 143,860 143,860 13,500 100.00 2,157,078 212,917 212,917 Subsidiary
shipping managers
Ching Ming Investment Corp. Taiwan Investment 1,098,388 1,098,388 120,487,500 100.00 1,144,817 94,355 94,355 Subsidiary
Yang Ming (Liberia) Corp. Republic of Liberia Shipping agency, forwarding agency and shipping managers - 3,399 - - - 57 57 Subsidiary
All Oceans Transportation, Inc. Republic of Liberia Shipping agency, forwarding agency and shipping managers 3,235 3,235 1,000 100.00 294,493 92,477 92,477 Subsidiary
Yes Logistics Corp. Taiwan Warehouse operation and forwarding agency 593,404 593,404 60,000,000 50.00 521,813 75,961 38,917 Subsidiary
Honming Terminal & Stevedoring Co., Ltd. Taiwan Terminal operation and stevedoring 79,273 79,273 7,916,908 79.17 127,481 (989) (739) Subsidiary
Jing Ming Transportation Co., Ltd. Taiwan Container transportation 35,844 35,844 8,615,923 50.98 128,163 14,704 7,499 Subsidiary
Yunn Wang Investment Co., Ltd. Taiwan Investment 179,810 179,810 5,211,474 49.75 109,431 13,973 6,951 Investments in associates
Taiwan Foundation International Pte. Ltd. Singapore Investment and subsidiaries management 103,802 103,802 3,400,000 34.00 103,312 5,588 1,900 Investments in associates
Notes:
A. This is translated into New Taiwan dollars at the exchange rate prevailing at the time of investment acquisition.
B. This is an adjustment to the remainder investment of investment income or loss recognized at fair value on the date of losing control.
C. The Original investment amount did not deduct the amount of offsetting the deficits of $4,701,339 thousand in May 2017.
- 97 -
TABLE F
YANG MING MARINE TRANSPORT CORPORATION
INFORMATION ON INVESTMENTS IN MAINLAND CHINA
FOR THE YEAR ENDED DECEMBER 31, 2019
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
Yang Ming Marine Huan Ming (Shanghai) Shipping agency, forwarding agency US$ 1,000 Indirect investment through $ - $ - $ - $ - $ (5,851) 51.00 $ (2,984) $ 12,641 $ -
Transport International Shipping Agency and shipping managers thousand Singapore-based subsidiary’s
Corporation Co., Ltd. (Note H) direct investment in Mainland
China
Yes Logistics Corp. Yes Logistics (Shanghai) Corp. International shipping agency US$ 4,300 Indirect investment through 239,840 - - 239,840 14,396 96.36 13,872 98,204 -
(Note A) thousand U.S.-based subsidiary’s direct (US$ 8,000 (US$ 8,000
investment in Mainland China. thousand) thousand)
Chang Ming Logistics Company Terminal operation and stevedoring, RMB 144,800 Investee’s direct investment in 278,844 - - 278,844 (19,933) 47.22 (9,412) 273,042 -
Limited (Note B) storage, and shipping agency thousand Mainland China. (US$ 9,301 (US$ 9,301
thousand) thousand)
Sino Trans PFS Cold Chain Stevedoring equipment, management US$ 46,242 Investee’s direct investment in 184,797 - - 184,797 18,377 12.85 2,361 71,826 -
Logistic Co., Ltd. and correlation service thousand Mainland China (US$ 6,164 (US$ 6,164
thousand) thousand)
Shanghai United Cold Chain Stevedoring equipment, management RMB 50,000 Investee’s direct investment in 43,037 - - 43,037 (17,505) 19.27 (3,373) 46,599 -
Logistics Co., Ltd. (Note G) and correlation service thousand Mainland China (RMB 10,000 (RMB 10,000
thousand) thousand)
Ching Ming Investment Sino Trans PFS Cold Chain Stevedoring equipment, management US$ 46,242 Investee’s direct investment in 92,458 - - 92,458 18,377 6.67 1,226 35,823 -
Corp. Logistic Co., Ltd. and correlation service thousand Mainland China (US$ 3,084 (US$ 3,084
thousand) thousand)
Notes:
A. Yes Logistics Corp. (the subsidiary of the Corporation) was authorized to invest in Mainland China by the Investment Commission, Ministry of Economic Affairs on June 3, 2004, July 4, 2006, December 26, 2006 and August 31, 2016.
B. Yes Logistics Corp. (the subsidiary of the Corporation) was authorized to invest in Mainland China by the Investment Commission, Ministry of Economic Affairs on April 11, 2005, August 22, 2006, November 29, 2006 and December 2, 2008.
C. Yes Logistics Corp. (the subsidiary of the Corporation) was authorized to invest in Mainland China by the Investment Commission, Ministry of Economic Affairs on December 16, 2013.
D. Ching Ming Investment Corp. (the subsidiary of the Corporation) was authorized to invest in Mainland China by the Investment Commission, Ministry of Economic Affairs on December 17, 2013
F. Yes Logistics Corp. applied for and obtained the Business Operations Headquarters letter on September 16, 2019, and the term for the letter is to September 15, 2022. Therefore, the restrictions on the amount of investment in China are not applicable to Yes Logistics Corp.
G. Yes Logistics Corp. (the subsidiary of the Corporation) was authorized to invest in Mainland China by the Investment Commission, Ministry of Economic Affairs on May 12, 2017.
H. The Company was authorized to invest in Mainland China by Investment Commission, Ministry of Economic Affairs on December 25, 2019
I. United States dollars and Ren Min Bi Yuan translated into New Taiwan dollars at the exchange rate of US$1=NT$29.98 and RMB1=NT$4.3037 as of December 31, 2019.
2019
ANNUAL REPORT
VI. Overview of the Company’s Financial Status
- 98 -
337
6.6 If the Company and its Affiliates encountered any financial difficulties in the past year and
as of the date of publication of the Annual Report, the Impact on the Company’s financial
status should be listed : None.
2019
338 ANNUAL REPORT
VII. Review of Financial Position, Financial Performance and Risk Management
Year Increase/Decrease
2019 2018
Item Amount %
Current assets 35,818,085 34,639,473 1,178,612 3.40
Properties, plants and equipment 72,258,682 78,371,995 (6,113,313) (7.80)
Intangible assets 122,234 98,222 24,012 24.45
Other assets 82,802,838 26,863,409 55,939,429 208.24
Total assets 191,001,839 139,973,099 51,028,740 36.46
Current liabilities 61,249,304 47,496,628 13,752,676 28.96
Other liabilities 112,670,336 72,181,727 40,488,609 56.09
Total liabilities 173,919,640 119,678,355 54,241,285 45.32
Capital stock 26,013,357 23,230,248 2,783,109 11.98
Capital surplus 1,939,381 4,739,792 (2,800,411) (59.08)
Retained earnings (11,462,514) (7,131,851) (4,330,663) (60.72)
Other adjustments 591,975 (543,445) 1,135,420 208.93
Total stockholders’ equity 17,082,199 20,294,744 (3,212,545) (15.83)
Notes:
Analysis of increase or decrease above 20%:
1. Increase in intangible assets mainly due to increase in computer software.
2. Increase in other assets and total assets mainly due to increase in right of assets.
3. Increase in current liabilities, other liabilities and total liabilities mainly due to increase in lease liabilities.
4. Decrease in capital surplus mainly due to conversion of bonds payable into common stocks.
5. Decrease in retained earnings and total stockholders’ equity mainly due to financial losses this year.
6. Increase in other adjustments mainly due to the depreciation of USD causing increase in unrealized gain on cash flow
hedges.
7. Contingency plans for factors of significant impact: Improve capital structure continuously.
2019
ANNUAL REPORT 339
7.2 Analysis of the Company’s Financial Performance
Unit: NT$ 1000
Year Increase/Decrease
2019 2018
Item Amount %
Operating revenue 149,181,262 141,832,929 7,348,333 5.18
Operating costs 143,106,496 141,790,706 1,315,790 0.93
Gross profit (loss) 6,074,766 42,223 6,032,543 14,287.34
Operating expenses 6,614,792 6,136,581 478,211 7.79
Other income and gains, expenses and loss (474,659) 427,966 (902,625) (210.91)
Operating income (loss) (1,014,685) (5,666,392) 4,651,707 82.09
Non-operating income and gains 1,409,824 415,695 994,129 239.15
Non-operating expenses and losses (3,982,954) (1,829,511) (2,153,443) (117.71)
Income before tax (loss) (3,587,815) (7,080,208) 3,492,393 49.33
Tax expense (gains) 410,081 (773,852) 1,183,933 152.99
Net income (loss) (3,997,896) (6,306,356) 2,308,460 36.61
Cumulative effect of changes in accounting
- - - -
principles
Net income (loss) for the year (3,997,896) (6,306,356) 2,308,460 36.61
Notes:
Analysis of increase or decrease above 20%:
1. Increase in gross profit, operating income, income before tax, and net income for the year mainly due to increase in
total sales volume shipping price.
2. Decrease in other income and expenses mainly due to compensation loss.
3. Increase of non-operating income and gains mainly due to gain in exchange.
4. Increase in non-operating expenses and losses mainly due to increase in interest expense of lease liabilities.
5. Increase of tax expense mainly due to the improvement of operating condition this year.
6. Contingency plans for factors of significant impact: Improve capital structure continuously.
2019
340 ANNUAL REPORT
VII. Review of Financial Position, Financial Performance and Risk Management
7.5 Re-investment Policy in the Past Year, Major Causes of Profit and Loss, Improvement
Plans, and Investment Plans for the Coming Year
The Company’s re-investment policies, following established company strategies, are based on operational and
development needs. Our main re-investment businesses are the upper stream and downstream industries in marine
shipping. Our vision is to provide top-quality services to customers through vertical integration. Consolidated profit
from re-investment accounted for under the equity method is NT$ 152,585,000, mainly from return on investment
in affiliated company, West Basin Container Terminal. Following established business development strategies
and echoing the Taiwanese governments New Southbound Policy, in the coming year the Company’s main
investment focus will be in container warehouse and logistics in Southeast Asia. Furthermore, in order to enhance
the management effectiveness, improve operating performance and lower the operating cost, the Company will
continuously develop the shipping agency business in Europe.
2019
ANNUAL REPORT 341
7.6 Risk Management
7.6.1 Impact of Changes in Interest Rates, Foreign Exchange Rates, and Inflation on Profit and Loss, and
Future Response Strategies
(3) Inflation
NIL.
In terms of risk management of foreign exchange rate changes, a balanced asset-liability, income-
expense structure in foreign currency will be maintained to achieve natural hedging effects; In terms of
risk management of interest rate changes, the Company will continue to monitor the level of interest rate
sensitive liabilities and reduce debt in USD in order to lower the impact of interest rate fluctuations.. In
terms of risk management in IMO 2020 New Sulfur Limited, the Company will got bunker surcharge
and shipping cost transfer, fuel usage reduction efforts to reduce consumption. in order to maintain
performance.
7.6.2 Policies, Main Causes of Profit and Loss, and Future Response Strategies with Respect to High-risk,
High-leveraged Investments, Lending or Endorsement Guarantees, and Derivatives Trading
2. The Company provides loans and endorsement guarantees, mainly to subsidiaries and for business
development purposes, in accordance with the Company’s operating procedures for fund lending,
procedures for making endorsements and guarantees, and relevant policies.
3. Policies for trading derivatives are focused on hedging. With consideration of the Company’s position and
market prospect, in accordance with the Company’s procedure for handling acquisition and disposal of
assets and relevant regulations, a reasonable gain within bearable risks is aimed for.
2019
342 ANNUAL REPORT
VII. Review of Financial Position, Financial Performance and Risk Management
7.6.3 Future Research and Development (R&D) Plans and Estimated Expenses
5. The retrofit projects of Scrubber for using HFO to meet 2020 Sulphur Cap regulations.
10. Study and evaluate the feasibility to apply Alternative Fuel for future New Building Project.
11. YANG MING will keep studying and evaluate to install scrubber equipment in existing vessels so as to
save fuel cost and meet 2020 IMO low sulfur requirement as well.
7.6.4 Impact of Important Changes in Domestic and International Policies and Regulations on Corporate
Finance and Sales, and Response Strategies
1. Finance
Assigned personnel in the finance department of the Company pays close attention to changes in corporate
laws and securities regulations. They participate in training, conduct research, and develop contingency
plans. As a result, changes in domestic and international policies and regulations have limited impact on the
Company’s finances.
2. Sales
Changes in domestic and international policies and regulations have limited impact on the Company’s main
business and sales. The Company abides by the rules and regulations established by governing bodies and
pays close attention to any changes in the regulations.
7.6.5 Impact of Changes in Technology and the Industry on Corporate Finance and Sales, and Response
Strategies
1. Finance
The Company continues to observe the latest trend of energy saving and carbon reduction and selectively
tests the technology on our machines, with the hope of a wider implementation in the future to reduce fuel
consumption, carbon emission, and costs.
2019
ANNUAL REPORT 343
2. Sales
(1) The Company has subsidiaries and agents all around the world. With the rising need for business
development and e-commerce, and to increase our competitiveness, the Company continuously updates
and upgrades our information system and processes, with the purpose to collect real-time information,
improve operational efficiency and quality, and reduce communication and operational costs.
(2) The Company is dedicated to environmental protection: We diligently abide by international treaties
and regulations; strive to reduce emission and protect the ocean in accordance with requirements from
the ports; as well as increase energy efficiency. The Company continues to implement environmental
protection and anti-pollution control to our fleet. All new container ships meet the international
standards and regulations of low fuel usage and eco-friendly designs and are competitive in the market.
In addition, in accordance with anti-terrorism measures at the ports, all our ships are equipped with ship
security and alarm system, updated Electronic Navigation Chart (EVC) and information system, and
satellite communication system to ensure shipping security and integrated sailing information.
(3) Large vessels are the mainstream market trend. The new designs are particularly focused on energy
saving and carbon reduction, with a significant fuel consumption saving compared to previous designs
of the same segment. Comparing to ship designs in 2007-2009, latest designs have improved its fuel
consumption saving by 25-30%. In order to further reduce fuel consumption and fuel cost, the Company
will continue to monitor the latest advancements in fuel technology, ship-building technology, and
engine improvement. There are 20 charter 14,000TEU energy-efficient ships have been deployed and
operated in 2019 in order to strengthen the fuel consumption saving and widen its global competiveness
thoroughly.
7.6.6 The Impact of Changes in Corporate Image on Corporate Risk Management, and the Company’s
Response Measures
The company follows “Regulations Governing Establishment of Internal Control Systems by Public
Companies” and sets up our own internal control system. It comprises control environment, risk assessment,
control activities, information and communications, and monitoring activities. This system helps the
company operate soundly and effectively. The company has never ceased to strengthen corporate governance
in recent years in order to cope with possible business risks. In doing so, we have never failed to reveal
the key elements of information according to the law and regulations. We are devoted to environmental
protection and the fulfillment of social responsibility. All these efforts are important to us in forming our good
corporate image. Besides establishing a mechanism for coping with various kinds of risks, we have worked
out a reporting procedure and a communication conduit. When a risk emerges, all concerned departments
immediately assess its impact and propose the most appropriate response to it so that we can protect our
image.
7.6.7 Expected Benefits and Potential Risks of M&A, and Response Strategies: Not applicable.
7.6.8 Expected Benefits and Potential Risks of Expanding Fleet and Capacity, and Response Strategies
The expansion of fleet and capacity is expected to increase our lifting volume, sales revenue, and gross profit,
while the enlargement of ships will lower unit operating costs. Shipping economy is of a circular nature, with
shipping needs closely tied to world economic and trade activities. Considering the decline of manufacturing
industries in Asia, the uncertainty in the eurozone and the sluggish of global economy, the capacity growth
continued reveals the risk of over-supply in the shipping industry. Currently, major shipping companies
around the world and ship owners are taking every possible measure to control additional capacity deployed,
2019
344 ANNUAL REPORT
VII. Review of Financial Position, Financial Performance and Risk Management
or through delaying the implementation of new capacity to stabilize the supply and demand. The Company
has taken the following measures to lower the risk of imbalance in the supply and demand.
1. Joint operations
The Company has always worked closely with our joint operation partners. Partnering with the THE
Alliance, through improved route planning and optimized ship arrangement, we can better deploy ship
resources, lower shipping cost, expand shipping routes and coverage, remain competitive in the market, and
attain the highest service quality. In addition, we continue to research new market opportunities to more
flexibly allocate our resources and provide more diverse services to our customers. We do not exclude any
potential business opportunities and collaborations with other shipping companies in niche markets in order
to advance our sales performance.
Adapting to changes of demands during special peak times such as Chinese New Year, Labor Day holidays
and National Day holidays in China, Golden Week in Japan, or down times such as winter, routes are
adjusted, and shipment space is consolidated to lower shipping costs and increase load factors.
Aside from the seasonal adjustment, we adopt the necessary measures such as closely tracking the
development, performing additional service adjustment and withdrawing redundant capacity appropriately
to cope with unexpected global trade incidents and potential risk resulted in imbalanced supply-demand.
The risk is not significant as the Company does not have a single client accounting for over 10% of total
import or export volume.
7.6.10 Impact and Risks of Mass Share Transfer of or Change of Directors, Supervisors, or Shareholders
Holding More Than 10% of the Company’s Shares, and Response Strategies: None.
7.6.11 Impact and Risks of Change of Management of the Company, and Response Strategies: Not applicable.
The Company imported and put in operation three gantry cranes at the Kaohsiung Port pier in December
2006. Due to operational needs, the Company negotiated with the Bureau of Kaohsiung Port and moved
the cranes to the container yard of Keelung Port for further usage. However, Kaohsiung Customs (Customs
Administration), Executive Yuan deemed this action a violation of the Act for the Establishment and
Management of Free Trade Zones and confiscated the three cranes in 2014. The Company denies this
allegation and pursued legal actions. As the Supreme Administrative Court dismissed the Company’s request
to appeal on April 30th, 2018, the Company has followed the order by Kaohsiung Customs. However, to
protect self-interest, the Company has submitted the case to Constitutional Court, Judicial Yuan for judicial
interpretation in March 2019, which is as a last resort. Other than the aforementioned case, most of the cases
the Company is involved in are damage claims related to goods, ship structure, ship owner responsibility,
caused by damage during shipment and operation of ships. As these cases are covered by our insurance
policy, the damages and expenses will be compensated by the insurance company according to our contract
and therefore, within controllable risks of the Company.
2019
ANNUAL REPORT 345
7.6.13 Other Significant Risks and Response Strategies
External network is supported by two telecom service providers and jointly monitored by Chunghwa
Telecom and BT, with continuous network upgrades overseas. However, due to the magnitude of
impact of network interruptions, the risk level cannot be downgraded. At the headquarters, the domestic
leased circuit, the international private leased circuit, and the internet are all supported by networks of
two telecom service providers. The communication of the main agents with the headquarters is mainly
through the leased circuits, with the internet as the backup, and with continuous network upgrades
overseas. In addition, multiple VPN (Virtual Private Networks) access points are available to common
agents. In the event of inevitable large-scale network interruptions, operations of the Company will
likely be affected.
System of higher security has been installed on the host computer of core database. High availability
(HA) is implemented on key host computers, with real-time synchronization of database at offsite
backup centers, and daily backup logs available for later inspection. Firewalls and antivirus software
have been installed and regular monitoring and checks are performed. Considering recent outbreaks of
cyberattacks, risk level remains high.
System of higher security has been installed on the host computer of core database. High availability
(HA) is implemented on key host computers, with real-time synchronization of database at offsite
backup centers, and daily backup logs of available for later inspection. Security measure such as
firewalls and antivirus software have been installed, and regular monitoring and checks are performed.
Considering heightened needs for cyber security measures and constantly changing tactics of hackers,
the Company needs to remain highly alert.
1. The Company established the risk management department in accordance with the latest Criteria
for Corporate Governance and Internal Auditing on July 1 st 2004. This department oversees all risk
management matters in the Company, including regular risk assessments, and subsequent analysis and
measures.
2. The organizational structure in relation to risk management is divided by the nature of risks. While the
department of Risk Management and Insurance oversees all risk management related matters, the initial
identification of general risks, and the assessment and control of them are the responsibilities of each
department. Cases of significant risks will be sent to special review committees and the auditing office,
based on their nature and the monetary sum involved. Reviewed cases that meet the standard will then be
sent to the Board of Directors for approval.
2019
346 ANNUAL REPORT
VIII. Special Disclosures
100%
YMA
100%
TRIUMPH 100%
YM(ERO)
100% 100%
YM(DLW) TOPLINE 100%
YM(UK)
100%
TRANSCONT 89.92%
YM(BE)
100%
YM(CA) 10.08%
100%
YM(NL)
100% 100% 100% 100%
YM(BVI) YM(NV) YM(BV) MROC
98.88% 100% 50% 60%
KMS KMS(LR) YM(IT) YM(NPL)
100% 60%
AOT YM(RU)
50.98% 60%
JM YM(ES)
79.17%
HM
100%
20.83% 100% YES(HK)
100% YES(SG) 70%
CMI YES(BENELUX)
46.36% 100%
50%
100% GLC(US)
YES YES(US) 100% 100% 100% 100%
YES(ERO) YES MLC MERLIN(AT) YES(BG)
30.2%
69.8%
YES(SH)
51%
YES(ID)
2019
ANNUAL REPORT 347
YMTC : Yang Ming Marine Transport Corp.
YML(SG) : Yang Ming Line (Singapore) Pte Ltd
YM(HK) : Yang Ming Line (Hong Kong) Ltd.
YC : Young-Carrier Company Ltd.
YM(PH) : Yang Ming Shipping Philippines, Inc.
YM(JP) : Yangming (Japan) Co., Ltd.
MANWA : Manwa Co., Ltd.
YM(SG) : Yang Ming (Singapore) Pte. Ltd.
YM(MY) : Yang Ming Line (M) Sdn. Bhd.
SUNBRIGHT : Sunbright Insurance Pte. Ltd.
YMS(VN) : Yang Ming Shipping (Vietnam) Co. Ltd.
YM(LA) : Yang Ming (Latin America) Corp.
YMS(BVI) : Yang Ming Shipping (B.V.I.) Inc.
KARLMAN : Karlman Properties Limited
YM INSURANCE : Yang Ming Insurance Co., Ltd.
YM(IN) : Yang Ming Line (India) Pvt. Ltd.
YM(KR) : Yang Ming (Korea) Co. Ltd.
HUNG MING : Huan Ming (Shanghai) International Shipping Agency Co., Ltd
YM(TR) : Yang Ming Anatolia Shipping Agency S.A.
YM(TH) : Yang Ming Line (Thailand) Co., Ltd.
YMS(TH) : Yang Ming Line Shipping (Thailand) Co., Ltd.
YM(ID) : PT Yang Ming Shipping Indonesia
YM(DLW) : Yang Ming Line Holding Co.
YMA : Yang Ming (America) Corp.
TRIUMPH : Triumph Logistics, Inc.
TOPLINE : Topline Transportation, Inc.
TRANSCONT : Transcont Intermodal Logistics, Inc.
YM(CA) : Yang Ming Shipping (Canada) Ltd.
YM(BVI) : Yang Ming Line (B.V.I.) Holding Co., Ltd.
YM(NV) : Yang Ming Line N.V.
YM(BV) : Yang Ming Line B.V.
YM(ERO) : Yang Ming Shipping Europe GmbH
YM(UK) : Yang Ming (UK) Ltd.
YM(BE) : Yang Ming (Belgium) N.V.
YM(NL) : Yang Ming (Netherlands) B.V.
MROC : Yang Ming (Mediterranean) Marine Services Single-member Limited Liability Company
YM(RU) : Yang Ming (Russia) LLC
YM(ES) : Yang Ming (Spain), S.L.
YM(IT) : Yang Ming (Italy) S.p.A
YM(NPL) : Yang Ming (Naples) S.r.l.
KMS : Kuang Ming Shipping Corp.
KMS(LR) : Kuang Ming (Liberia) Corp.
AOT : All Oceans Transportation Inc.
JM : Jing Ming Transportation Co., Ltd.
HM : Hong Ming Terminal & Stevedoring Corp.
CMI : Ching Ming Investment Corp.
YES : YES Logistics Corp.
YES(SG) : YES Yangming Logistics (Singapore) Pte. Ltd.
YES(HK) : Yes Logistics Company Ltd.
YES(BENELUX) : Yes Logistics Benelux B.V.
YES(US) : YES Logistics Corp.
GLC(US) : Golden Logistics USA Corporation
YES(SH) : Yes Logistics (Shanghai) Corp.
YES(ERO) : YES Logistics Europe GmbH
YES MLC : YES MLC GmbH
MERLIN(AT) : Merlin Logistics GmbH
YES(BG) : YES Logistics Bulgaria Ltd.
YES(ID) : PT. YES Logistics Indonesia
2019
348 ANNUAL REPORT
8.1.2 Affiliates
December 31, 2019
Unit:Original Currency in Thousand
Date of Paid-in
Company Address Business Activities
Incorporation Capital
Commercial investment, shipping agency,
Yang Ming Line (B.V.I.) Citco Building, Wickhams Cay, P.O.Box 662, Road Town,
1996.08.19 USD103,505 forwarding agency and freight management
Holding Co Ltd. Tortola, British Virgin Islands
service
Commercial investment, ocean shipmen
Yang Ming Line 50 Raffles Place, #32-01, Singapore Land Tower, Singapore
1996.08.08 SGD60,130 service, chartering, sales and purchase of
(Singapore) Pte Ltd 048623
ships and sea forwarding agency
Ching Ming Investment 4F, No.243, Sec. 2,Chongqing N. Rd., Datong District, Taipei
1997.03.03 TWD1,204,875 General investment
Corp. City
All Oceans Transportation, Shipping agency, forwarding agency and
1971.11.05 80 Broad Street, Monrovia, Republic of Liberia USD100
Inc. freight management services
4-5F, No.243, Sec. 2,Chongqing N. Rd., Datong District, Warehousing service and sea forwarding
Yes Logistics Corp. 1999.11.11 TWD1,200,000
Taipei City agency
Ocean shipmen service, shipping agency,
Kuang Ming Shipping 6F, No.243, Sec. 2,Chongqing N. Rd., Datong District, Taipei and sales and purchase of ships and ship
1990.06.18 TWD4,000,000
Corp. City parts
2019
ANNUAL REPORT
2009.06.18 CAD100
(Canada) Ltd. 3L6, Canada freight management service
VIII. Special Disclosures
349
Yang Ming Line N.V. 1996.10.03 Schottegatweg Oost 44, P.O. Box 812, Curaçao USD1,500 forwarding agency and freight management
service
Date of Paid-in
Company Address Business Activities
Incorporation Capital
350
Commercial investment, shipping agency,
Yang Ming Line B.V. 1997.01.28 Albert Plesmanweg 61D, 3088 GB Rotterdam, The Netherlands EUR1,134 forwarding agency and freight management
service
2019
2nd Floor, 210 South Street, Romford, Essex, England, RM1 Shipping agency, forwarding agency and
Yang Ming (UK) Ltd. 1997.01.29 GBP1,500
1TR, U.K. freight management service
ANNUAL REPORT
Yang Ming Shipping Shipping agency, forwarding agency and
1992.07.10 Oberbaumbruecke 1, 20457 Hamburg, Germany EUR818
Europe GmbH. freight management service
Yang Ming (Italy) S.p.A 2002.12.04 Piazza Galeazzo Alessi 2/10, 16128 Genova, Italy EUR250 Shipping agency
Yang Ming (Belgium) N.V. 2007.06.01 Molenbergstraat Nr 10 - Bus 23, 2000 - Antwerpen, Belgium EUR62 Shipping agency
Yang Ming (Netherlands) Albert Plesmanweg 61D, 3088 GB Rotterdam, The Netherlands
2004.01.01 EUR400 Shipping agency
B.V. P.O. Box 1158, 3000 BD Rotterdam
Yang Ming (Mediterranean)
Marine Services Single – 4th Floor, No. 328-330, Leof. Andrea Siggrou, 17673, Kallithea, Shipping agency, forwarding agency and
2018.01.29 EUR1,100
Member Limited Liability Greece freight management service
Company
Zastavskava street, 22, block 2, lit. A, Office 505, St.
Yang Ming (Russia) LLC. 2015.06.23 RUB10,000 Shipping agency
Petersburg, 196084, Russia
Muelle Príncipe de España s/n Edificio Mestre 1ª Plta 08039
Yang Ming (Spain), S.L. 2016.06.22 EUR100 Shipping agency
Barcelona, Spain
Yang Ming Naples S.r.l. 2003.07.01 Via Melisurgo 4 - 80133, Napoli, Italy EUR10 Freight forwarding service
8F, Shiba 2Chome Building, 2-28-8 Shiba, Minato-ku, Tokyo, Ocean shipmen service, sales and purchase
Yangming (Japan) Co., Ltd. 1996.12.06 JPY150,000
105-0014 Japan of ships and sea forwarding agency
Commercial investment, shipping agency,
Young-Carrier Company 22 Floor, Ever Gain Plaza, Tower 1, 88 Container Port Road,
1994.02.01 HKD1,000 forwarding agency and freight management
Ltd. Kwai Chung, N.T. Hong Kong
service
Yang Ming Shipping (BVI)
2000.08.16 P.O. Box 3174, Road Town, Tortola, British Virgin Islands USD1 Forwarding agency and shipping agency
Inc.
Yang Ming Line (Hong 22 Floor, Ever Gain Plaza ,Tower 1, 88 Container Port Road,
1998.11.09 HKD1,000 Forwarding agency and shipping agency
Kong) Ltd. Kwai Chung, N. T. Hong Kong
Yang Ming (Singapore) Pte. Shipping agency, forwarding agency and
1999.11.13 171 Chin Swee Road, #08-01 Ces Centre, Singapore 169877 SGD1,000
Ltd. freight management service
Suite 12.01, Level 12, Menara Trend, Intan Millennium
Yang Ming Line (M) Sdn. Shipping agency, forwarding agency and
2000.01.01 Square, No. 68, Jalan Batai Laut 4 Taman Intan, 41300 Klang, MYR1,000
Bhd. freight management service
Selangor Darul Ehsa Malaysia
Yang Ming Line (India) Pvt. 131, Centre 1, World Trade Centre, Cuffe Parade , Mumbai, Shipping agency, forwarding agency and
2004.03.29 INR5,000
Ltd. India freight management service
19TH/20TH Floor, Sebang Bldg, 433, Seolleung-ro, Gangnam- Shipping agency, forwarding agency and
Yang Ming (Korea) Co. Ltd. 2006.04.01 KRW500,000
Gu, Seoul, Korea, 06212 freight management service
Date of Paid-in
Company Address Business Activities
Incorporation Capital
Sunbright Insurance Pte. 8 Marina View, #09-05, Asia Square Tower 1, Singapore
2008.02.05 USD5,000 Insurance
Ltd. 018960
Yang Ming Anatolia İzmir, Konak, Çınarlı Mahallesi, Ankara Asfaltı Caddesi, No: Shipping agency, forwarding agency and
2008.09.18 TRY100
Shipping Agency S.A. 15/301 freight management service
Yang Ming Shipping 19th floor, Ree Tower, No. 9, Doan Van Bo street, Ward 12, Forwarding agency and freight management
2015.06.15 USD300
(Vietnam) Co. Ltd. District 4, Ho Chi Minh City, Vietnam service
Scape Building, Unit 502, 5th Floor, Macapagal Avenue cor.
Yang Ming Shipping Forwarding agency and freight management
2016.11.21 Pearl Drive, Central Business Park 1, Barangay 76, San Rafael, PHP10,000
Philippines, Inc. service
Pasay City, Philippines
Yang Ming (Latin America) P.H. Torre Global, calle 50, piso 33, oficina 3301, Panamá, Shipping agency, forwarding agency and
2017.03.03 USD200
Corp. República de Panamá freight management service
Yang Ming Line (Thailand) Singha Complex Bldg., 20th Floor, Unit 2005-2008, 1788 New Shipping agency, forwarding agency and
2017.09.25 THB8,000
Co., Ltd. Phetchaburi Road, Bangkapi, Huai Kwang, Bangkok, 10310 freight management service
Yang Ming Line Shipping Singha Complex Bldg., 20th Floor, Unit 2009, 1788 New
2017.12.18 THB5,000 Shipping agency
(Thailand) Co., Ltd. Phetchaburi Road, Bangkapi, Huai Kwang, Bangkok, 10310
Yang Ming Insurance Co.,
2019.04.05 Power House, 7 Par-La-Ville Rd, Hamilton HM 11, Bermuda USD250 Insurance
Ltd.
th
PT Yang Ming Shipping Cowell Tower 9 Floor Suite 901 JI. Senen Raya 135 Jakarta Shipping agency, forwarding agency and
2018.12.21 IDR38,500,000
Indonesia Indonesia 10410 shipping managers
Huan Ming (Shanghai) Floor 23, Harbour Ring Plaza, No. 18 Xi Zang Middle Road,
Shipping agency, forwarding agency and
International Shipping 2019.04.24 Huangpu District, Shanghai, China USD1,000
shipping managers
Agency Co., Ltd
22 Floor, Ever Gain Plaza, Tower 1, 88 Container Port Road,
Karlman Properties Limited 2001.03.30 HKD24,000 Property management
Kwai Chung, N.T. Hong Kong
8F, Shiba 2Chome Building, 2-28-8 Shiba, Minato-ku, Tokyo,
Manwa Co., Ltd. 2001.03.28 JPY10,000 Shipping agency and forwarding agency
105-0014 Japan
Kuang Ming (Liberia) Corp. 2008.07.16 80 Broad Street, Monrovia, Republic of Liberia USD109,691 Forwarding agency
Shipping agency, forwarding agency and
YES Logistics Corp. 2000.02.11 1013 Centre Road Wilmington Delaware 19805 USD2,173
freight management service
YES Yangming Logistics 79 Robinson Road # 27-00 CPF Building 27th Floor Singapore
2000.06.23 SGD1,608 Investment and management of subsidiaries
(Singapore) Pte. Ltd. 068897
Yes Logistics (Shanghai) Room 2705, Helen Center, Financial Street, No. 440 Hailun
2004.12.08 USD4,300 International forwarding agency
Corp. Road, Hongkou District, Shanghai
Golden Logistics USA 3675 E. Huntington Drive Suite 210, Pasadena, CA 91107
2007.01.04 USD10 Trucking transportation
Corporation USA
2019
ANNUAL REPORT
YES Logistics Europe
2002.12.12 Kleine Reichenstrasse 7 - 20457 Hamburg, Germany EUR1,025 Forwarding agency
VIII. Special Disclosures
GmbH
351
Date of Paid-in
Company Address Business Activities
Incorporation Capital
352
22/F., Ever Gain Plaza, Tower 1, 88 Container Port Rd., Kwai
Yes Logistics Company Ltd. 2000.07.19 HKD7,882 Forwarding agency
Chung, N.T., Hong Kong
2019
Yes Logistics Benelux B.V. 2007.07.01 Albert Plesmanweg 61D, 3088GB Rotterdam Netherlands EUR18 Forwarding agency
Import and export business, storage and
YES MLC GmbH 2013.02.15 Georg-beatzel-Str.15, 55252 Mainz-Kastel, Germany EUR805
distribution and other warehousing services
ANNUAL REPORT
Merlin Logistics GmbH 2003.06.06 Gluckgasse 3/15; 1010 Vienna, Austria EUR35 Warehouse operation and logistics
Cargo consolidation service and forwarding
YES Logistics Bulgaria Ltd. 2007.09.24 45 Maria Louisa Blvd., 1202 Sofia, Bulgaria BGN5
agency
PT. YES Logistics Cowell Tower 9th Floor Suite 901 JI. Senen Raya 135 Jakarta
2017.06.16 USD1,000 Forwarding agency
Indonesia Indonesia 10410
8.1.3 Shareholders in Common of the Company and Its Affiliates with Deemed Control and Subordination: None.
Main business activities of the Company’s affiliates are transportation services, including forwarding agency, shipping agency, warehousing, chartering of ships,
lease of containers and sales and purchase of ships and containers. Every affiliate endeavors to provide excellent service quality and maximize the synergy of the
entire Yang Ming Group through the global transport network.
2019
ANNUAL REPORT
Stephen Hsu - -
Manager
VIII. Special Disclosures
353
Shareholding
Company Title Name or Representative Share
Shares
354
percentage (%)
Representative of Yang Ming Line Holding Co.:
Director 100 100.00
2019
Stephen Hsu, Wen-Jin Lee, Pao-Lin Lee
Topline Transportation, Inc.
General
Stephen Hsu - -
Manager
ANNUAL REPORT
Representative of Yang Ming Line Holding Co.:
Director 200 100.00
Wen-Jin Lee, Wen-Chung Yeh, Pao-Lin Lee
Transcont Intermodal Logistics, Inc.
General
Wen-Jin Lee - -
Manager
Representative of Yang Ming Line Holding Co.:
Director 1,000 100.00
Chih-Chien Tsao, Wen-Chung Yeh, Mei- Chen Yang
Yang Ming Shipping (Canada) Ltd.
General
Mei- Chen Yang - -
Manager
Representative of Yang Ming Line (B.V.I.) Holding Co., Ltd.
Yang Ming Line N.V. Director 1,500,000 100.00
Shih-Chou Lee
Representative of Yang Ming Line N.V.:
Yang Ming Line B.V. Director 2,500 100.00
Shih-Chou Lee, , Wei-Chen Tien
Representative of Yang Ming Line B.V.:
Director 1,500,000 100.00
Chao-Feng Chang, Yi-Ta Wu, Hsien-Chien Chang
Yang Ming (UK) Ltd.
General
Hsien-Chien Chang - -
Manage
General Representative of Yang Ming Line B.V.:
Yang Ming Shipping Europe GmbH (Note 1) 100.00
Manager Tsai-Ding Chou
Representative of Yang Ming Line B.V.:
Director 125,000 50.00
Tien-Shun Wu, Chao-Feng Chang, Mei-Ying Yang
Yang Ming (Italy) S.p.A Director Finsea S.p.A.:Aldo Felice Negri,, Ricci Frencesco 125,000 50.00
General
Mei-Ying Yang - -
Manager
Representative of Yang Ming Line B.V.:
Director 553 89.92
Tsai-Ding Chou, Wen-Hao Chen
Representative of Yang Ming Line B.V.:
Yang Ming (Belgium) N.V. Director 62 10.08
Chao-Feng Chang
General
Wen-Hao Chen - -
Manager
Representative of Yang Ming Line B.V.:
Director 400,000 100.00
Tsai-Ding Chou, Chao-Feng Chang, Wei-Chen Tien
Yang Ming (Netherlands) B.V.
General
We-Chen Tian - -
Manager
Shareholding
Company Title Name or Representative Share
Shares
percentage (%)
Representative of Yang Ming Line B.V.:
Director 60.00
Tsai-Ding Chou, Chao-Feng Chang, Ming-Chih Tseng (Note 2)
Director Igor Sergeyevich Luzinov 20.00
Yang Ming (Russia) LLC
Director Aleksey Sergeyevich Luzinov 20.00
General
Ming-Chih Tseng - -
Manager
Representative of Yang Ming Line B.V.:
Director 60,000 60.00
Tien-Shun Wu, Chao-Feng Chang, Zong-Yi Lin
Representative of Catalana Del Mar, S.A.:
Yang Ming (Spain), S.L. Director 40,000 40.00
Carlos Mestre López, Sergio Prat Artal
General
Zong-Yi Lin - -
Manager
Yang Ming (Mediterranean) Marine
General Representative of Yang Ming Line B.V.:
Services Single-member Limited Liability 11,000 100.00
Manager Tien-Shun Wu
Company
Representative of Yang Ming (Italy) S.p.A :
Director (Note 3) 60.00
Yang Ming (Naples) S.r.l. Mei-Ying Yang, Ricci Francesco, Luigi Negri
Director Marinter: Andrea Mastellone (Note 4) 40.00
Representative of Yang Ming Line (Singapore) Pte Ltd:
Director
Shu-Chin Tu, Shih-Nan Huang, Shang-Chien Su
3,000 100.00
Representative of Yang Ming Line (Singapore) Pte Ltd:
Yangming (Japan) Co., Ltd. Supervisor
Yu-Wen Su
General
Shang-Chien Su - -
Manager
Representative of Yang Ming Line (Singapore) Pte Ltd:
Yang Ming Shipping (B.V.I.) Inc. Director 1,000 100.00
Shih-Nan Huang, Sheng-Hsien Wang
Representative of Yang Ming Line (Singapore) Pte Ltd:
Director 1,000,000 100.00
Chih-Chien Hsieh, Wen-Bor Lin, Kuen-Rong Pai, Tair-Shing Chia
Young-Carrier Company Ltd.
General
Tair-Shing Chia - -
Manager
Representative of Yang Ming Line (Singapore) Pte Ltd:
Director 1,000,000 100.00
Tair-Shing Chia, Sheng-Hsien Wang, Shih-Nan Huang
Yang Ming Line (Hong Kong) Ltd.
General
Sheng-Hsien Wang - -
2019
ANNUAL REPORT
Manager
VIII. Special Disclosures
355
Shareholding
Company Title Name or Representative Share
Shares
356
percentage (%)
Representative of Yang Ming Line (Singapore) Pte Ltd:
Director 1,000,000 100.00
2019
Li-Ping Hsiung, Cheng-Hsing Yang
Yang Ming (Singapore) Pte. Ltd.
General
Cheng-Hsing Yang - -
Manager
ANNUAL REPORT
Representative of Yang Ming Line (Singapore) Pte Ltd:
Director 1,000,000 100.00
Li-Ping Hsiung, Zheng-Zhan Shi, Kuo-Hao Sun
Yang Ming Line (M) Sdn. Bhd.
General
Zheng-Zhan Shi - -
Manager
Representative of Yang Ming Line (Singapore) Pte Ltd:
Director 300,000 60.00
Kuen-Rong Pai, Shu-Chin Tu, Hsi-Hung Chang
Marine Container Services (India) Pvt. Ltd.:Avinash Chander Batra,
Yang Ming Line (India) Pvt. Ltd. Director 190,000 38.00
Somesh Chander Batra
General
Hsi-Hung Chang - -
Manager
Representative of Yang Ming Line (Singapore) Pte Ltd:
Director
Shu-Chin Tu, , Shih-Nan Huang, Chih-Yang Lung
60,000 60.00
Representative of Yang Ming Line (Singapore) Pte Ltd:
Supervisor
Yu-Wen Su
Yang Ming (Korea) Co. Ltd.
Director Representative of Sebang Co., Ltd.: Bong-Sub Lee, Sang-Woong Lee
40,000 40.00
Supervisor Representative of Sebang Co., Ltd.: Ho-Cheol Jeong
General
Chih-Yang Lung - -
Manager
Representative of Yang Ming Line (Singapore) Pte Ltd:
Sunbright Insurance Pte. Ltd. Director 5,000,000 100.00
Mei-Chi Shih, Shih-Chou Lee, Stuart Sidney Herbert
Representative of Yang Ming Line (Singapore) Pte Ltd:
Director 50,000 50.00
Chun-Feng Chen
Director Tien-Shun Wu - -
Director Chao-Feng Chang - -
Yang Ming Anatolia Shipping Agency S.A.
Director Lucien Arkas 2,000 2.00
Director Bernard Lucien Marie Arkas 1,000 1.00
General
Chun-Feng Chen - -
Manager
Representative of Yang Ming Line (Singapore) Pte Ltd:
Director (Note 5) 100.00
Shih-Nan Huang, Yung-Kai Wang, Ming-Sheng Lin
Yang Ming Shipping (Vietnam) Co. Ltd.
General
Ming-Sheng Lin - -
Manager
Shareholding
Company Title Name or Representative Share
Shares
percentage (%)
Representative of Yang Ming Line (Singapore) Pte Ltd:
Director 99,995 100
Te-Hua Yi
Director Shih-Nan Huang 1 -
Director Yung-Kai Wang 1 -
Yang Ming Shipping Philippines, Inc.
Director Guan-Yu Chen 1 -
Director Balbin, Winbell Joey N. 1 -
General
Te-Hua Yi 1 -
Manager
Representative of Yang Ming Line (Singapore) Pte Ltd:
Director 200 100
Shing-Jeng Ling, Shu-Chin Tu, Li-Ping Hsiung
Yang Ming (Latin America) Corp.
General
Shing-Jeng Ling - -
Manager
Representative of Yang Ming Line (Singapore) Pte Ltd:
Director 3,920 49
Shih-Nan Huang, Chun-Yuan Chen, Inkornkul Mapaiboonkij
Yang Ming Line (Thailand) Co., Ltd.
General
Chun-Yuan Chen - -
Manager
Representative of Yang Ming Line (Singapore) Pte Ltd:
Director 2,450 49
Yang Ming Line Shipping (Thailand) Co., Shih-Nan Huang, Chun-Yuan Chen, Punnada Tuesue
Ltd. General
Chun-Yuan Chen - -
Manager
Representative of Yang Ming Line (Singapore) Pte Ltd:
Yang Ming Insurance Co., Ltd. Director 250,000 100
Mei-Chi Shih, Shih-Chou Lee, Nicolas Plianthos
Representative of Yang Ming Line (Singapore) Pte Ltd:
Director 18,865 49
PT Yang Ming Shipping Indonesia Rui-Xiang Wu, Shi-Nan Huang
Supervisor Yu-Wen Su
Huan Ming (Shanghai) International Representative of Yang Ming Line (Singapore) Pte Ltd:
Director (Note 6) 51
Shipping Agency Co., Ltd Tair-Shing Chia, Wen-Bor Lin, Kuen-Rong Pai, Shu-Chin Tu
Representative of Yang Ming Shipping (B.V.I.) Inc.
Karlman Properties Limited Director 24,000,000 100.00
Sheng-Hsien Wang, Ping-Jen Tseng
Yangming (Japan) Co., Ltd.:
Director
Leng-Hui Wang, Shang-Chien Su, Ryo Yonekura 200 100.00
Manwa Co., Ltd.
Yangming (Japan) Co., Ltd.:
Supervisor
Hideo Maruoka
2019
ANNUAL REPORT
Representative of Kuang Ming Shipping Corp.:
Kuang Ming (Liberia) Corp. Director 4 100.00
Chih-Cheng Kuo, Kao-Chia Hung, Yun-Yu Chang, Sheng-Fa Lin
VIII. Special Disclosures
357
Shareholding
Company Title Name or Representative Share
Shares
358
percentage (%)
Representative of Yes Logistics Company Ltd.:
YES Logistics Corp. (USA) Director 2,173,411 100.00
2019
Ying-Tung Lin, Pin-Yao Tseng, Helen Chao
Representative of Yes Logistics Company Ltd.:
Director 1,607,984 100.00
YES Yangming Logistics (Singapore) Pte. Pu-Yin Chen, Cheng-Hsing Yang, Ying-Tung Lin
ANNUAL REPORT
Ltd. General
Cheng-Hsing Yang - -
Manager
Representative of YES Logistics Corp.(USA):
Director 30.20
Pu-Yin Chen, Pin-Yao Tseng
Representative of Yes Logistics Company Ltd.:
Director (Note 7)
Tair-Shing Chia, Ying-Tung Lin, Shih- Yih Yen
Yes Logistics (Shanghai) Corp. 69.80
Representative of Yes Logistics Company Ltd.:
Supervisor
Hung-Tzu Chen
General
Shih- Yih Yen - -
Manager
Representative of YES Logistics Corp.:Pu-Yin Chen, Pin-Yao Tseng,
Director 100 100.00
Cheng-Jung Fang
Golden Logistics USA Corporation
General
Pin-Yao Tseng - -
Manager
Representative of YES Logistics Corp.:
YES Logistics Europe GmbH Director (Note 8) 100.00
Ying-Tung Lin
Representative of Yes Logistics Company Ltd.:
Yes Logistics Company Ltd. Director 7,882,278 100.00
Ying-Tung Lin, Pu-Yin Chen
Representative of Yes Logistics Company Ltd.:
Director 12,600 70.00
Yes Logistics Benelux B.V. Kuen-Rong Pai, Huo-Sheng Chen, Peter Poots
Director Royal Burger Group:Eric Van Dam 5,400 30.00
Representative of Yes Logistics Company Ltd.:
Director
Kuo-Hsi Hsu, Chun-Nan Chou, Ying-Tung Lin 510,000 51.00
Supervisor Representative of Yes Logistics Company Ltd.: Wei-Nan Chen
PT. YES Logistics Indonesia
Director IRWANTO SALIM
Director HANDY KORNIAWAN - -
Supervisor LIO KURNIAWAN 490,000 49.00
General
YES MLC GmbH Peter Poots - -
Manager
General
Merlin Logistics GmbH Peter Poots - -
Manager
Shareholding
Company Title Name or Representative Share
Shares
percentage (%)
General
YES Logistics Bulgaria Ltd. Peter Poots - -
Manager
Note 1: Yang Ming Line B.V held 100% shares, which amounted to EUR818,067.
Note 2: Investment of Yang Ming Line B.V. amounted to RUB6,000,000 investment of Igor Sergeyevich Luzinov amounted to RUB2,000,000 and investment of Aleksey
Sergeyevich Luzinov amounted to RUB2,000,000.
Note 3: Yang Ming (Italy) S.p.A held 60% shares, which amounted to EUR6,000.
Note 4: Marinter held 40% shares, which amounted to EUR4,000.
Note 5: Yang Ming Line (Singapore) Pte Ltd held 100% shares, which amounted to USD300,000.
Note 6: Yang Ming Line (Singapore) Pte Ltd held 51% shares, which amounted to USD510,000
Note 7: YES Logistics Corp. (USA) held 100% shares, which amounted to USD5,000,000. Its capital decreased to USD1,300,000 in January 2016, and then Yes Logistics
Corp. . injected USD3,000,000 on February 17, 2017.
Note 8: YES Logistics Corp. held 100% shares, which amounted to EUR1,025,000
2019
ANNUAL REPORT
VIII. Special Disclosures
359
8.1.6 Operational Highlights of the Company’s Affiliates
December 31, 2019
360
Unit: NT$ 1,000, except EPS (NT$)
Income
Capital Net Net Income Earnings (Loss)
2019
Company Asset Liabilities Net Worth from Note
Stock Revenues (Loss) Per Share
Operation
All Oceans Transportation Inc. 3,235 6,680,365 6,385,873 294,492 2,715,586 111,536 92,477 92,477.00
ANNUAL REPORT
Yang Ming (Liberia) Corp. 0 0 0 0 0 0 57 (Note 2)
Hong Ming Terminal & Stevedoring Corp. 100,000 607,923 446,958 160,965 741,899 40,455 (989) (0.10)
Jing Ming Transportation Co., Ltd. 169,006 473,794 222,400 251,394 967,470 16,361 14,704 0.87
Ching Ming Investment Corp. 1,204,875 1,156,759 11,942 1,144,817 0 (15,894) 94,355 0.78
Yang Ming Line (Singapore) Pte Ltd 1,339,499 2,296,737 9,379 2,287,358 0 (9,552) 392,802 6.53
Yang Ming Line Holding Co. 134,910 2,259,950 102,871 2,157,079 0 (1,703) 212,917 15,771.63
Yang Ming Line (B.V.I.) Holding Co., Ltd. 3,103,081 5,709,811 2,736,515 2,973,296 0 (67) (78,533) (7,587.36)
Kuang Ming Shipping Corp. 4,000,000 9,090,354 6,962,207 2,128,147 893,138 (175,340) (592,758) (1.48)
YES Logistics Corp. 1,200,000 2,235,402 993,814 1,241,588 2,341,733 126,254 75,961 0.63
Yang Ming Shipping (B.V.I.) Inc. 30 437,922 18,228 419,694 183,816 3,459 51,556 51,556.00
Yang Ming Line (Hong Kong) Ltd. 3,850 261,063 560,218 (299,155) 171,546 (44,450) (38,888) (38.89)
Karlman Properties Limited 92,405 88,204 1,313 86,891 0 (9,187) 192 0.01
Yang Ming Line (India) Pvt. Ltd. 2,102 389,078 300,481 88,597 250,191 123,191 99,034 198.07
Yang Ming (Korea) Co. Ltd. 12,968 93,425 33,426 59,999 186,560 8,186 9,587 95.87
Young-Carrier Company Ltd. 3,850 1,855,250 1,532,758 322,492 977,369 102,786 88,077 88.08
Yang Ming (Japan) Co., Ltd. 41,386 528,704 500,671 28,033 280,361 11,268 2,074 691.33
Manwa Co., Ltd. 2,759 9,754 7,175 2,579 542 (110) (140) (700.00)
Yang Ming (Singapore) Pte. Ltd. 22,277 282,607 154,077 128,530 157,988 26,707 22,074 22.07
Yang Ming Line (M) Sdn. Bhd. 7,325 303,071 244,911 58,160 84,362 17,223 12,416 12.42
Sunbright Insurance Pte. Ltd. 149,900 342,903 149,841 193,062 14,131 10,522 14,911 2.98
Yang Ming Shipping (Vietnam) Co. Ltd. 8,994 330,196 284,378 45,818 78,962 5,911 6,348 (Note 1)
Yang Ming Anatolia Shipping Agency S.A. 504 659,472 311,325 348,147 1,312,451 427,577 383,324 3,833.24
Yang Ming Shipping Philippines, Inc. 5,918 108,738 118,022 (9,284) 49,879 2,950 630 6.30
Yang Ming (Latin America) Corp. 5,996 14,255 6,881 7,374 24,937 306 495 2,475.00
Yang Ming Line (Thailand) Co., Ltd. 8,027 216,980 193,398 23,582 98,804 8,178 8,444 1,055.50
Yang Ming Line Shipping (Thailand) Co., Ltd. 5,017 15,981 2,002 13,979 16,458 1,230 5,155 1,031.00
Yang Ming Insurance Co., Ltd. 7,495 118,982 85,253 33,729 29,850 26,596 27,056 108.22
PT Yang Ming Shipping Indonesia 83,254 354,753 264,093 90,660 74,135 12,167 7,486 194.44
Huan Ming (Shanghai) International Shipping
29,980 49,646 24,860 24,786 0 (7,639) (5,851) (Note 1)
Agency Co., Ltd
Income
Capital Net Net Income Earnings (Loss)
Company Asset Liabilities Net Worth from Note
Stock Revenues (Loss) Per Share
Operation
Yang Ming (America) Corp. 14,990 864,094 642,608 221,486 1,281,606 45,392 7,955 1,591.00
Triumph Logistics Inc. 1,499 35,050 25,874 9,176 180,746 8,283 7,424 37,120.00
Topline Transportation Inc. 4,497 15,753 5,002 10,751 68,445 (241) (244) (2,440.00)
Transcont intermodal Logistics, Inc. 300 257 0 257 0 (44) (44) (220.00)
Yang Ming Shipping (Canada) Ltd. 2,297 27,236 3,175 24,061 38,153 1,110 597 597.00
Yang Ming Line N.V 44,970 (2,839,773) 3,743 (2,843,516) 0 (200) (149,841) (99.89)
Yang Ming Line B.V. 38,116 (2,839,773) 4,027 (2,843,800) 0 (1,167) (149,549) (59,819.60)
Yang Ming (Belgium) N.V. 2,066 197,446 165,612 31,834 149,368 16,405 10,376 16,871.54
Yang Ming (Netherlands) B.V. 13,439 319,273 195,565 123,708 183,694 76,662 96,945 242.36
Yang Ming (Italy) S.p.A 8,400 459,919 381,124 78,795 303,555 60,246 40,133 160.53
Yang Ming (Naples) S.r.l. 336 32,404 31,994 410 15,352 (4,309) (3,698) (Note 1)
Yang Ming (UK) Ltd. 59,064 8,076,553 12,001,088 (3,924,535) 12,579,688 8,247 (378,281) (252.19)
Yang Ming Shipping Europe GmbH 27,486 462,713 300,559 162,154 337,556 4,350 2,802 (Note 1)
Yang Ming (Russia) LLC 4,826 73,502 45,806 27,696 60,814 26,099 22,640 (Note 1)
Yang Ming (Spain), S.L. 3,360 358,132 175,993 182,139 243,243 148,967 110,551 1,105.51
Yang Ming (Mediterranean) Marine Services
36,958 44,602 7,215 37,387 46,229 549 73 6.64
Single-member Limited Liability Company
Kuang Ming (Liberia) Corp. 3,288,543 5,974,013 3,872,861 2,101,152 2,244,723 (78,997) (255,051) (63,762,750.00) (Note 3)
YES Logistics Europe GmbH 34,439 107,289 210,889 (103,600) 394,047 (14,635) (13,177) (Note 1)
YES Logistics Corp. 65,159 141,160 159,299 (18,139) 711,311 12,491 7,406 3.41
YES Yangming Logistics (Singapore) Pte. Ltd. 35,821 27,098 2,322 24,776 25 (90) 874 0.54
Yes Logistics Company Ltd. 30,348 49,183 25,173 24,010 19,845 (2,472) (2,526) (0.32)
Yes Logistics Benelux B.V. 605 23,558 26,496 (2,938) 143,844 6,967 6,764 375.78
Yes Logistics (Shanghai) Corp. 128,914 699,321 558,628 140,693 2,186,577 17,797 14,396 (Note 1)
Golden Logistics USA Corporation 300 15,771 3,250 12,521 63,580 2,158 1,883 18,830.00
YES MLC GmbH 27,050 463,243 514,298 (51,055) 246,689 9,215 1,318 (Note 1)
Merlin Logistics GmbH 1,176 403 62 341 0 0 (1,739) (Note 1)
YES Logistics Bulgaria Ltd. 86 1,468 3,675 (2,207) 0 0 0 0.00
PT YES Logistics Indonesia 29,980 38,256 15,228 23,028 34,710 (2,581) (2,368) (2.37)
Note 1: Unissued shares.
Note 2: Issued one share and Liquidated on February 2019.
Note 3: Issued four shares.
2019
ANNUAL REPORT
VIII. Special Disclosures
361
8.1.7 Consolidated Financial Statements
The companies required to be included in the consolidated financial statements of affiliates in accordance
with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and
Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2019 are
the same as the companies required to be included in the consolidated financial statements of parent and
subsidiary companies as provided in International Financial Reporting Standard 10, “Consolidated
Financial Statements”. Relevant information that should be disclosed in the consolidated financial
statements of affiliates has all been disclosed in the consolidated financial statements of parent and
subsidiary companies as of and for the year ended December 31, 2019. Hence, we have not prepared a
separate set of consolidated financial statements of affiliates.
By:
CHIH-CHIEN HSIEH
-1-
2019
362 ANNUAL REPORT
VIII. Special Disclosures
8.2 Private Securities in the past year and as of the Date of Publication of the Annual Report:
None.
8.3 Holding or Disposal of the Company’s Shares by Affiliates in the past year and as of the
Date of Publication of the Annual Report: None.
8.5 Matters in the past year and as of the Date of Publication of the Annual Report which have
a substantial impact on Owners’ Equity as stipulated in Item 2, Paragraph 2 of Article 36
of the Securities and Exchange Act:
Wen-Bor Lin, the former president has retired since 2020.02.16 for further development in terms of career planning.
Before the replacement will be appointed in accordance with the resolution of the Board of Directors, Chih-Chien
Hsieh, the Chairman and the Chief Executive Officer of the Company, represents as president of the company for its
authority. And this has no substantial impact on Owner’s Equity.
2019
ANNUAL REPORT 363
Yang Ming Marine Transport Corp.